Proposed Nasdaq rule would push companies to diversify boards

Nasdaq is pushing for the more than 3,000 companies listed on its U.S. stock exchange to make their boardrooms less overwhelmingly male and white by hiring directors that better reflect the country's diverse population.

The company filed a proposal Tuesday with the Securities and Exchange Commission that, if approved, would require all companies on the exchange to disclose the breakdowns of their boards by race, gender and sexual orientation. Companies that do not comply could be delisted, or kicked off the exchange.

The proposal would also require most Nasdaq-listed companies to have at least two diverse directors or, if they cannot meet the mandate, to explain why not. That could include one board member who is female and one who is either an underrepresented racial minority or LGBTQ. Foreign companies and smaller companies would have additional flexibility in satisfying this requirement with two female directors.

Nasdaq's plan applies pressure in what was already a widening push by shareholders and governments around the world for more diversity on corporate boards, which often are composed of mostly white men.

"I find this to be a very heartening development," said Rebecca Hawthorne, professor emerita at St. Catherine University in St. Paul. She has conducted its Minnesota Census of Women in Corporate Leadership for a dozen years. "What gets measured gets done and gets valued."

Hawthorne noted the glacial rate of change in the number of women directors over the last 12 years of their census. She noted the percentage of women directors locally has increased by just 8.5 percentage points in that time.

"This rule will be a game changer in many ways, Hawthorne said.

In its proposal, Nasdaq cited a report from the Carlyle Group investment company, which found that companies it invested in that have at least two diverse board members have nearly 12% more earnings growth per year than the average of companies that lack diversity.

Women hold just 23.1% of board seats at companies in the Russell 3000, a broad index that includes most of the U.S. stock market. That's up from about 15% in 2016, according to executive-data firm Equilar.

The SEC declined to comment on Nasdaq's proposal specifically, but it has made diversity a greater emphasis and released its first diversity and inclusion strategic plan earlier this year.

The majority of the largest Minnesota public companies by revenue trade on the New York Stock Exchange, but there are about 48 public companies in the state that who primarily trade on Nasdaq exchanges.

One of the larger of those Nasdaq companies is Hawkins Inc., which earlier this year would not have met Nasdaq's new proposed standards for board diversity. In October, though, the Roseville-based company named Yi "Faith" Tang to its board giving its eight-seat board two members who are women.