Nov. 20, 2023
Vanessa Countryman Secretary Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Via electronic mail cc by email: Chair Gary Gensler Commissioner Hester Peirce Commissioner Caroline Crenshaw Commissioner Jaime Lizarraga Commissioner Mark Uyeda Re: Corporate Board Diversity RIN: 3235-AL91 Dear Ms. Countryman: We hope this finds you well. Nia Impact Capital respectfully submits this letter to the U.S. Securities and Exchange Commission (“SEC”) to comment on its consideration of a rule proposal related to corporate board diversity. This letter addresses RIN: 3235-AL91 (Corporate Board Diversity), as a comment to File No. 4-787, the Rulemaking petition to require public companies to disclose public companies’ investments in their workforce. Nia Impact Capital is a women led asset management firm, and a member of the Thirty Percent Coalition, a group of institutional investors who represent over $8 trillion AUM. Research has shown that diversity in its broadest sense helps groups make better decisions and avoid group-think. For years, research has also illustrated that corporations with diverse leadership teams that are inclusive of gender, race, and ethnicity outperform their peers. Given this reality, Nia believes we have a responsibility to shepherd our $ 360M AUM responsibly by understanding the level of diversity on our current and prospective portfolio company boards and voting our proxies accordingly. There is clearly a pervasive, enduring demand among investors for data and disclosure on board composition, as evidenced by the preponderance of institutional investors, both large and small, that factor corporate board diversity into proxy voting decisions. We invest in only those companies that include women on their boards, and we vote down non-diverse board members when a board is not sufficiently diverse. Despite broad consensus that board diversity data is decision-useful to investors and widespread demand among investors for such information, the current disclosure framework does not address investor needs and is best characterized as disorderly and inefficient. There is not yet a formal, standardized source of racial/ethnic, LGBTQ+ or disability data regarding board composition among U.S. listed companies, and so gathering this information requires investors to spend critical time, effort, and money to attempt to locate this data. Given the objectives of the SEC to protect investors and maintain fair, orderly and efficient markets, we respectfully request that the SEC require all companies that trade on U.S. exchanges to disclose diversity metrics in the proxy statement or, if there is no proxy filing, in another appropriate document filed with the SEC. Additionally, we request that such a rule include provisions to advance transparency, such as: Disclosure based on voluntary self-identification; and Reporting that disaggregates data by the categories in the Nasdaq Rule and supplemented with disability disclosure, in a format like that required by the Nasdaq Rule (i.e. “Board Matrix”). This enables investors to clearly ascertain the level of diversity among directors and facilitates comparability across companies. Nia appreciates the SEC’s consideration of these comments and would be pleased to discuss them in greater detail. If you have any questions or would like any additional information, please contact Paloma@niaimpactcapital.com. With kind regards and much appreciation for your work, Kristin Kristin Hull, PhD [She/Her] Founder, CIO Nia Impact Capital www.niaimpactcapital.com