The exchange includes many of the largest publicly traded companies in the United States, including Apple, Costco and Starbucks. If the policy is adopted, Nasdaq said in a news release, more than 3,000 listed members would have one year to publicly disclose their diversity statistics. Companies would have two years to partially meet the new inclusivity benchmarks, including ensuring at least one director identifies as a woman and one identifies as LGBTQ or as part of an underrepresented minority. Top-tier companies would be expected to meet the full requirements within four years.
Nasdaq estimates that the vast majority of its 3,330 listed companies already have at least one director in an underrepresented group.
Nasdaq said it came to its decision after analyzing more than two dozen studies that found a solid link between diverse boards and better corporate governance and financial performance.
“Nasdaq’s purpose is to champion inclusive growth and prosperity to power stronger economies,” Adena Friedman, Nasdaq’s president and chief executive, said in a statement Tuesday. “Our goal with this proposal is to provide a transparent framework for Nasdaq-listed companies to present their board composition and diversity philosophy effectively to all stakeholders; we believe this listing rule is one step in a broader journey to achieve inclusive representation across corporate America.”
The move toward more-diverse boardrooms continues a roughly five-year trend that began in Europe, said George Fleck, an executive recruiter who publishes DirectorMoves, a twice-weekly report that tracks SEC filings for board and C-suite changes. “We’ve been tracking this since 2014, and women joining boards at all market caps is significant, so the needle is moving,” he said in an interview.
Since April, the corporate boards for all U.S. public companies have had a net gain of 472 women and a net loss of five men, according to Fleck’s analysis. But, he noted, the pandemic has depressed those figures, as board movement is down by about one-third for the first half of this year compared with 2019.
While the trend is driving companies to bring in more underrepresented people, regardless of a mandate, Fleck said Nasdaq’s proposal would affect companies that have multiple classes of stock, in which a set of shareholders has dominant voting rights, and may be resistant to change.
If federal regulators sign off, Nasdaq would become the first major exchange with such firm diversity requirements. Other financial leaders have tried to improve inclusion through governing mandates and heightened transparency.
In January, Goldman Sachs chief executive David Solomon said that the bank, which is one of the largest underwriters of initial public offerings, would not take companies public in the United States or Europe if they did not have at least one board director who is a member of a traditionally underrepresented group, based on gender, race, ethnicity, sexual orientation or gender identity.
In June, Reddit co-founder Alexis Ohanian resigned from the board and asked to be replaced by a Black candidate, calling it “long overdue to do the right thing.” The tech company honored the request, tapping Michael Seibel to fill the spot.
And in September more than 30 major companies — including Wells Fargo, General Motors and Target — agreed to publicly share their government diversity reports by early next year. Many of the nation’s largest technology companies have been releasing annual diversity reports for years, often leading to criticism that they show a lack of meaningful progress in hiring and advancing diverse talent.
“Incremental change and window-dressing isn’t going to cut it anymore as consumers, stakeholders and the government increasingly hold corporate America’s feet to the fire,” Anthony Romero, the executive director of the American Civil Liberties Union, said in a statement. “Nasdaq’s efforts to prod and push its listed companies is a welcomed and necessary first step.”
That the composition of U.S. business leaders does not reflect the broader American population was highlighted further earlier this year during the nationwide protests for racial justice.
The broader societal reckoning elicited pledges from many U.S. corporations to do more to combat systemic racism and examine their roles in perpetuating inequalities in hiring, pay and promotion, fostering toxic workplace cultures and consumer discrimination. But corporate America has been seen as slow to act, raising skepticism about its commitment for change. In Silicon Valley, for instance, where diversity reports are already common, the data shows most tech companies have not significantly increased the percentage of Black and Latino employees in the past six years.