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California Secretary Of State Issues First  Board Gender Quota Report But Is Something Missing?

Yesterday was the first of several deadlines under California's unprecedented legislation, SB 826, imposing gender quota requirements on all publicly-held domestic or foreign corporations whose principal executive offices are located in California.  This legislation also required the Secretary of State's office to publish a report on its website no later than July 1, 2019 documenting those corporations subject to the law "who [sic] have at least one female director".

The Secretary of State did in fact publish a report yesterday listing 537 corporations, their jurisdiction of incorporation, street address, phone number and stock exchange.  Oddly missing from the list was any indication of the number of female directors (if any) even though the law clearly requires that information.  It is also unclear why the Secretary of State chose to publish address and telephone information when that information was not required to be in the report.

The Secretary of State's office did publish an explanation of its methodology that basically consisted of searches of Securities and Exchange Commission and other public filings.  The explanation includes this warning as well:

"Note that federal filing deadlines for filing the annual SEC Form 10-K (60, 75 or 90 days after the end of the fiscal year) differ from the California deadline for filing the Publicly Traded Disclosure Statement (150 days from the end of the fiscal year) so there may be gaps in available data."

The Secretary of State has modified its corporate disclosure statement to require publicly traded companies to disclose if they have one or more female directors on their current Boards of Directors.  Given the definition of "female" in the statute (an individual who self-identifies her gender as a woman, without regard to the individual’s designated sex at birth), I wouldn't be surprised to see a question concerning gender identification appearing on Directors and Officer questionnaires.

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