{"format":1,"id":"117-hr-1187","congress":117,"number":"H.R. 1187","kind":"bill","group":"bills","title":"Corporate Governance Improvement and Investor Protection Act","title_source":"Short Title(s) as Passed House","official_title":"To provide for disclosure of additional material information about public companies and establish a Sustainable Finance Advisory Committee, and for other purposes.","titles":[{"type":"Official Title as Introduced","title":"To provide for disclosure of additional material information about public companies and establish a Sustainable Finance Advisory Committee, and for other purposes."},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Greater Accountability in Pay Act of 2021"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"ESG Disclosure Simplification Act of 2021"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Shareholder Political Transparency Act of 2021"},{"type":"Short Titles from RFS (Referred to Senate) bill text","title":"Corporate Governance Improvement and Investor Protection Act"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Improving Corporate Governance Through Diversity Act of 2021"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Cybersecurity Disclosure Act of 2021"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Workforce Investment Disclosure Act of 2021"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Disclosure of Tax Havens and Offshoring Act"},{"type":"Short Title(s) for portions of this bill from RFS (Referred to Senate) bill text","title":"Climate Risk Disclosure Act of 2021"},{"type":"Display Title","title":"Corporate Governance Improvement and Investor Protection Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Shareholder Political Transparency Act of 2021"},{"type":"Short Title(s) as Passed House","title":"Corporate Governance Improvement and Investor Protection Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Improving Corporate Governance Through Diversity Act of 2021"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Workforce Investment Disclosure Act of 2021"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Disclosure of Tax Havens and Offshoring Act"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Climate Risk Disclosure Act of 2021"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"Greater Accountability in Pay Act of 2021"},{"type":"Short Title(s) as Passed House for portions of this bill","title":"ESG Disclosure Simplification Act of 2021"},{"type":"Short Title(s) as Reported to House","title":"ESG Disclosure Simplification Act of 2021"},{"type":"Short Title(s) as Introduced","title":"ESG Disclosure Simplification Act of 2021"},{"type":"Short Titles as Passed House for portions of this bill","title":"Uyghur Forced Labor Disclosure Act"},{"type":"Short Titles as Passed House for portions of this bill","title":"Cybersecurity Disclosure Act of 2021"}],"outcome":"passed_house","law_number":null,"introduced":"2021-02-18","chambers":{"house":{"status":"roll_call","date":"2021-06-16","vote":{"id":"117-2021-h169","question":"On Passage","title":"ESG Disclosure Simplification Act","result":"Passed","yea":215,"nay":214,"present":0,"not_voting":2,"source":"https://clerk.house.gov/evs/2021/roll169.xml"}},"senate":{"status":"na","date":null,"vote":null}},"president":{"status":"na","date":null},"vice_president_tie_breaker":null,"latest_action":{"text":"Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.","date":"2021-06-17"},"nominees":null,"amendments":[{"number":"H.Amdt. 52","sponsor":"Rep. Burgess, Michael C. [R-TX-26]","purpose":"Amendment sought to require publicly traded companies to disclose the negative impacts of federal corporate tax increases.","result":"Failed","date":"2021-06-16","yea":209,"nay":218,"present":0,"not_voting":3,"source":"https://clerk.house.gov/evs/2021/roll164.xml"},{"number":"H.Amdt. 53","sponsor":"Rep. Waters, Maxine [D-CA-43]","purpose":"Amendments en bloc No. 1 comprised of amendments numbered 2, 3, 5, 6, 7, and 9, printed in House Report 117-59.","result":"Agreed to","date":"2021-06-16","yea":215,"nay":211,"present":0,"not_voting":4,"source":"https://clerk.house.gov/evs/2021/roll165.xml"},{"number":"H.Amdt. 54","sponsor":"Rep. Hill, J. French [R-AR-2]","purpose":"Amendment sought to replace the text of the bill with a study requiring the Securities and Exchange Commission to summarize and describe any inconsistencies between the different ESG and climate disclosure frameworks before requiring any type of disclosure from public companies.","result":"Failed","date":"2021-06-16","yea":204,"nay":225,"present":0,"not_voting":1,"source":"https://clerk.house.gov/evs/2021/roll166.xml"},{"number":"H.Amdt. 55","sponsor":"Rep. Schrier, Kim [D-WA-8]","purpose":"Amendment requires the Securities and Exchange Commission, in conjunction with the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate, to conduct a study and issue a report on the issues small businesses face in reporting ESG disclosures.","result":"Agreed to","date":"2021-06-16","yea":380,"nay":47,"present":0,"not_voting":3,"source":"https://clerk.house.gov/evs/2021/roll167.xml"}],"other_votes":[{"chamber":"house","date":"2021-06-16","question":"On Agreeing to the Amendment","title":"","result":"Failed","yea":209,"nay":218,"present":0,"not_voting":3,"kind":"amendment","source":"https://clerk.house.gov/evs/2021/roll164.xml"},{"chamber":"house","date":"2021-06-16","question":"On Agreeing to the Amendment","title":"","result":"Agreed to","yea":215,"nay":211,"present":0,"not_voting":4,"kind":"amendment","source":"https://clerk.house.gov/evs/2021/roll165.xml"},{"chamber":"house","date":"2021-06-16","question":"On Agreeing to the Amendment","title":"","result":"Failed","yea":204,"nay":225,"present":0,"not_voting":1,"kind":"amendment","source":"https://clerk.house.gov/evs/2021/roll166.xml"},{"chamber":"house","date":"2021-06-16","question":"On Agreeing to the Amendment","title":"","result":"Agreed to","yea":380,"nay":47,"present":0,"not_voting":3,"kind":"amendment","source":"https://clerk.house.gov/evs/2021/roll167.xml"},{"chamber":"house","date":"2021-06-16","question":"On Motion to Recommit","title":"ESG Disclosure Simplification Act","result":"Failed","yea":207,"nay":218,"present":0,"not_voting":5,"kind":"procedural","source":"https://clerk.house.gov/evs/2021/roll168.xml"}],"crs_summary":{"date":"2021-06-16","stage":"Passed House","blocks":[{"k":"h","t":"Corporate Governance Improvement and Investor Protection Act"},{"k":"p","t":"This bill requires publicly traded companies to periodically disclose information related to"},{"k":"li","t":"environmental, social, and governance performance metrics;","d":1},{"k":"li","t":"expenditures for certain political activities;","d":1},{"k":"li","t":"compensation information regarding executive officers and employees;","d":1},{"k":"li","t":"climate change-related risks, including direct and indirect greenhouse gas emissions and fossil fuel-related assets;","d":1},{"k":"li","t":"tax jurisdiction, income, and assets of constituent entities on a country-by-country basis;","d":1},{"k":"li","t":"workforce management policies, practices, and performance;","d":1},{"k":"li","t":"incidents of workplace harassment and retaliation;","d":1},{"k":"li","t":"cybersecurity;","d":1},{"k":"li","t":"the demographic composition of the board of directors and executive officers; and","d":1},{"k":"li","t":"manufacturing activity in China's Xinjiang Uyghur Autonomous Region.","d":1},{"k":"p","t":"The bill also establishes the Sustainable Finance Advisory Committee that must, among other duties, recommend to the Securities and Exchange Commission (SEC) policies to facilitate the flow of capital toward environmentally sustainable investments."},{"k":"p","t":"The SEC must report on the viability and occurrence of shareholder collective action, particularly regarding employment, environmental, social, and governance issues."},{"k":"p","t":"The SEC must also report on compliance issues small businesses face with respect to disclosure requirements related to environmental, social, and governance performance metrics."}],"words":174},"summary":{"main_subject":{"text":"Amends federal securities law to require public companies to disclose additional information, including ESG metrics, political spending, pay, climate risks, country-by-country tax data, workforce and harassment data, cybersecurity expertise, board diversity and Xinjiang imports, and creates a Sustainable Finance Advisory Committee.","cites":[{"label":"Sec. 103","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HC3193B6AF0984789AE4014BE4D4D287C"},{"label":"Sec. 104","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H872D204DBD4F484F893FCCCA13ED25A8"},{"label":"Sec. 203","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H92B3B332E09A4E079C4FCBDFA1289063"},{"label":"Sec. 302","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HC1C825FDC7244933BC9F8897008EE99F"},{"label":"Sec. 403","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HFFD7B858CB2045ED8C90D281C1B5A324"},{"label":"Sec. 502","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H5D6B7AA608BF451D9050684AF7A93633"},{"label":"Sec. 603","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H5CDD1427A0B9415A98292AE5061E6E90"},{"label":"Sec. 701","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H4597B48CF8064A49BC427BF2E659B183"},{"label":"Sec. 802","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H745D83B0ECE24BA4AD1630741A2300CE"},{"label":"Sec. 902","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HDD962F271D0944AB9B31BE9683383420"},{"label":"Sec. 1002","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H05DC0E3456AD488DB5EC32998034268F"}]},"core_areas":["Environmental, social and governance (ESG) metrics disclosure and the Sustainable Finance Advisory Committee","Corporate political expenditure reporting","Executive and employee pay disclosure","Climate-related risk disclosure","Country-by-country tax reporting by multinational groups","Workforce management and workplace harassment disclosure","Board cybersecurity expertise and board and executive diversity data","Disclosure of imports connected to the Xinjiang Uyghur Autonomous Region"],"what_it_does":[{"text":"Requires the Securities and Exchange Commission to amend part 210 of title 17, Code of Federal Regulations, so that issuers disclose ESG metrics in filings that require audited financial statements, and to define those metrics.","cite":{"label":"Sec. 103","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HC3193B6AF0984789AE4014BE4D4D287C"}},{"text":"Requires the Commission to establish a permanent Sustainable Finance Advisory Committee of no more than 20 members, which must submit a report to the Commission within 18 months after its first meeting.","cite":{"label":"Sec. 104","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H872D204DBD4F484F893FCCCA13ED25A8"}},{"text":"Requires the Commission to amend its rules so that issuers file quarterly reports on expenditures for political activities, and to require annual reports to summarize such expenditures in excess of $10,000.","cite":{"label":"Sec. 203","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H92B3B332E09A4E079C4FCBDFA1289063"}},{"text":"Requires covered issuers to include in annual reports information on the physical risks and transition risks that climate change poses to them, with Commission rules due within 2 years after enactment.","cite":{"label":"Sec. 403","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HFFD7B858CB2045ED8C90D281C1B5A324"}},{"text":"Requires covered issuers that belong to multinational enterprise groups to file reports with the Commission, by tax jurisdiction, covering revenues, profit or loss before income tax, income tax paid, and number of employees.","cite":{"label":"Sec. 502","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H5D6B7AA608BF451D9050684AF7A93633"}},{"text":"Requires the Commission, within 2 years after enactment, to issue regulations under which annual reports disclose workforce management policies, practices and performance, including workforce demographics, stability, training, and health and safety.","cite":{"label":"Sec. 603","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H5CDD1427A0B9415A98292AE5061E6E90"}}],"unexpected":[{"category":"off_subject","items":[{"cite":{"label":"Sec. 105","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H143864AAC8A04AA8AE835DF62C33DB9C"},"heading":"Study on shareholder collective action","effect":"Directs the SEC to study shareholder collective action and possible anticompetitive activity, and to report guidance and recommendations on regulatory safe harbors for shareholder engagement.","amount":null,"quote":"recommendations on regulatory safe harbors for engagement with respect to sustainability guardrails and similar restrictions on portfolio company conduct"},{"cite":{"label":"Sec. 605","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HB8B789E3B9804DAE98912883CDD3831D"},"heading":"SEC study","effect":"Directs the SEC to study the value to investors of information on issuers' human rights commitments, Fair Labor Standards Act violations, worker misclassification and related matters, and to report to Congress within 1 year.","amount":null,"quote":"information about the human rights commitments of issuers required to file annual reports under section 13(a)"}]},{"category":"selective_carve_out","items":[{"cite":{"label":"Sec. 103","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HC3193B6AF0984789AE4014BE4D4D287C"},"heading":"ESG disclosures","effect":"Requires ESG metric disclosures in filings and proxy materials, and lets the Commission phase in the amendments for small issuers on criteria it sets.","amount":null,"quote":"The Commission may use a phased approach when applying any amendments made pursuant to paragraph (1) to small issuers"},{"cite":{"label":"Sec. 302","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HC1C825FDC7244933BC9F8897008EE99F"},"heading":"Pay raise disclosures","effect":"Requires annual-report disclosure of executive and employee median pay increases and comparisons to the Consumer Price Index, but excludes emerging growth companies.","amount":null,"quote":"that is not an emerging growth company, shall include in such report"},{"cite":{"label":"Sec. 404","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HEC59D80426B440DE97342D0153D38051"},"heading":"Backstop","effect":"If the SEC has not issued climate disclosure rules 2 years after enactment, covered issuers are deemed in compliance if their annual reports satisfy the Task Force on Climate-related Financial Disclosures recommendations until rules are issued.","amount":null,"quote":"a covered issuer (as defined in such section 13(u)) shall be deemed in compliance with such section 13(u) if disclosures set forth in the annual report of such issuer satisfy the recommendations"},{"cite":{"label":"Sec. 603","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H5CDD1427A0B9415A98292AE5061E6E90"},"heading":"Disclosures relating to workforce management","effect":"Requires issuers to disclose workforce management information, and lets the Commission exempt emerging growth companies from some of the required disclosures.","amount":null,"quote":"The Commission may exempt emerging growth companies from any disclosure required under subparagraph (D), (E), (F), (G), or (H) of paragraph (3)"},{"cite":{"label":"Sec. 604","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HF32DB545BE9945539E524A72DE535462"},"heading":"Backstop","effect":"If the SEC has not issued workforce disclosure regulations 2 years after enactment, covered issuers are deemed in compliance if their annual reports satisfy ISO 30414 standards until regulations are issued.","amount":null,"quote":"shall be deemed to be in compliance with such subsection (w) if disclosures set forth in the annual report of the covered issuer satisfy the public disclosure standards"},{"cite":{"label":"Sec. 903","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#HAAE727AB8B6A4FCBAA2717A0A0EF4E79"},"heading":"Diversity advisory group","effect":"Establishes a Diversity Advisory Group at the SEC to study and recommend strategies on board diversity, and exempts the group and its activities from the Federal Advisory Committee Act.","amount":null,"quote":"The Federal Advisory Committee Act (5 U.S.C. App.) shall not apply with respect to the Advisory Group or the activities of the Advisory Group."},{"cite":{"label":"Sec. 203","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh#H92B3B332E09A4E079C4FCBDFA1289063"},"heading":"Reporting requirements","effect":"Sets quarterly and annual political expenditure reporting for issuers, but leaves out registered investment companies and excludes direct lobbying through registered lobbyists, communications to shareholders and personnel, and separate segregated fund contributions from reportable expenditures.","amount":null,"quote":"The term issuer does not include an investment company registered under section 8 of the Investment Company Act of 1940"}]}],"version":{"type":"Engrossed in House","date":"2021-06-16","rule":"passed","href":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text/eh"},"current":true,"model":"claude-sonnet-5-5","approved":"2026-10-15","approved_by":"checks"},"sources":{"congress_gov":"https://www.congress.gov/bill/117th-congress/house-bill/1187","text":"https://www.congress.gov/bill/117th-congress/house-bill/1187/text"},"card":{"image":"card/item/117-hr-1187.png","v":"bb9291d6794c","alt":"Votes on Record. H.R. 1187, 117th Congress: Corporate Governance Improvement and Investor Protection Act. House: 215 Yea, 214 Nay. Outcome: Passed House, 16 Jun 2021."}}