The Glass Boardroom: The SEC’s Role in Cracking the Door Open so Women May Enter

Abstract

This Note explores the current status of gender diversity disclosures under the SEC’s 2009 Proxy Disclosure Enhancements.  It draws on original data compiled from the Fortune 50’s 2012 proxies in its analysis of both corporate compliance under the SEC’s revised rule and current female representation in America’s most influential boardrooms.

In a detailed empirical analysis of Fortune 50 proxy diversity statements, this Note reveals that, more than three years after implementation of the SEC’s proxy disclosure amendments, over half of diversity disclosures fail to fully comply with the revised rule’s requirements.  This Note chronicles the stagnation in female board membership that coincides with this non-compliance, contrasting the United States’ current status with significant growth abroad in countries that have experimented with gender quotas.  While dismissing the implementation of similar quotas in this country, this Note proposes that the SEC issue enhanced guidance on the required comprehensiveness of diversity disclosures under its proxy disclosure rule via a detailed staff report distributed to all public companies.  By singling out both inadequate and exemplary corporate disclosures, the SEC will not only increase the odds of regulatory compliance, but will also provide investors with the information required to make informed decisions regarding board composition.