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Board Diversity and Proxy Disclosure

37 Pages Posted: 2 Sep 2011 Last revised: 30 Jul 2012

Thomas Lee Hazen

University of North Carolina School of Law

Lissa L. Broome

University of North Carolina School of Law

Date Written: July 30, 2012

Abstract

In Part I, this Article describes some of the different approaches to the lack of representation of women and minorities on corporate boards. Part II explores two aspects of proxy statement regulation -- shareholder proposals related to corporate diversity and the recent amendments to the proxy regulations which require that companies disclose how they consider diversity in nominating board members. Part III presents the results of our analysis of the proxy statements of Fortune 100 companies in the proxy year immediately preceding the effective date of the new proxy disclosure rule and in the year following the rule’s effective date to catalog the initial effects of the rule on how companies discussed diversity in nominating board members.

Keywords: board of directors, corporations, corporate governance, diversity, proxy disclsoures, securities regulation

JEL Classification: J7, K22, L20

Suggested Citation

Hazen, Thomas Lee and Broome, Lissa L., Board Diversity and Proxy Disclosure (July 30, 2012). University of Dayton Law Review, Vol. 37, No. 1, p. 39, 2012; UNC Legal Studies Research Paper No. 1920442. Available at SSRN: https://ssrn.com/abstract=1920442

Thomas Lee Hazen (Contact Author)

University of North Carolina School of Law ( email )

Van Hecke-Wettach Hall, 160 Ridge Road
CB #3380
Chapel Hill, NC 27599-3380
United States
919--962-8504 (Phone)

Lissa L. Broome

University of North Carolina School of Law ( email )

Van Hecke-Wettach Hall, 160 Ridge Road
CB #3380
Chapel Hill, NC 27599-3380
United States
919-962-7066 (Phone)
919-962-1277 (Fax)

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