On December 30, 2019, New York Governor Andrew M. Cuomo signed legislation requiring the New York State Department of State, partnered with the Department of Taxation and Finance, to conduct a study of the proportion of female members on the boards of domestic and foreign corporations licensed to do business in New York. The “Women on Corporate Boards Study” law requires corporations to report the number of directors on their boards and how many of those directors are women. Corporations must provide this information on their biennial filings with the Secretary of State as required under Section 408 of the Business Corporation Law. The law will take effect on June 27, 2020.
As part of the study, the State will issue a report detailing the number of female directors and the total number of directors that constitute the board of each corporation, an analysis of the change in the number of female directors from previous years and the aggregate percentage of female directors on all boards. The law requires the Department of State to publish the report on or before February 1, 2022, and every four years thereafter. The New York Legislature justified the measure as “a proactive approach to address historical inequality and end discriminatory practices.”
Corporate employers authorized to conduct business in New York can prepare to provide information to state departments regarding their board composition. Corporations also may wish to take a hard look now at the compositions of their board and executive teams and explore proactive steps, as appropriate, to encourage diversity, as legislatures are taking notice.