
Companies headquartered in California can no longer have all-male boards - ajspencer
https://money.cnn.com/2018/09/30/news/california-requires-women-board-of-directors/index.html
======
hueving
Why isn't the excuse of "representing the public" used to require certain
members have a particular religion or race as well? What about income?

Board members are about as far from representing society as you can get (and
that's not the purpose of a board anyway) so I don't understand why this is
being mandated. Seems like a strategy for cheap political points rather than
any kind of well-reasoned reform.

~~~
roenxi
A slippery slope argument seems really justified here as this legislation
applies to boards that are quite small in size. If women need this special
advantage, we only have to find a few other deserving minorities (race,
religion and age seem like reasonable choices) before it is illegal to use
merit as the first criteria for making up a corporate board.

There is also a real concern with regulation like this is that the current
climate of discussion is such that the negative effects are difficult to
discuss in civil society. I wouldn't be surprised if most of the people who
object to this are sexists.

 _EDITED because I 'd interpreted the article wrong_

~~~
AnthonyMouse
> If women need this special advantage, we only have to find a few other
> deserving minorities (race, religion and age seem like reasonable choices)
> before it is illegal to use merit as the first criteria for making up a
> corporate board.

Adding other categories is actually worse than that, because it creates the
need to _specifically_ appoint an asian catholic female age 35-49. An asian
catholic female in the 50-74 age group is no good because then the younger age
group is underrepresented, a hispanic catholic female in the 35-49 age group
is no good because then asians are underrepresented, etc. So the last board
member not only can't be chosen on merit, they basically have to be ordered
from a catalog of people whose function is to fit into whatever weird shaped
box is formed by the composition of the existing board members. And if anyone
leaves they either have to be replaced by someone of the same gender, race,
religion and age or you have to discharge other existing board members and
reconstitute the board.

~~~
netheril96
In practice, no one (except Asians themselves) cares if Asians are
underrepresented, only when they are overrepresented.

------
lawnchair_larry
This is one hell of an overreach and will absolutely not improve the problem
that it tries to solve.

I am against identity politics on principle, but a much more amenable solution
would have been something like offering tax incentives for companies who do.

But aside from being way too heavy handed for a state, are they planning to do
this for every “protected” class? Why only women?

~~~
j0nathanB
> Why only women?

Women are the largest "protected" class and the most visible, so a good start
on getting "protected" classes on more equal footing.

~~~
lawnchair_larry
If it's a start towards that, it's anything but good. Do you realize how many
protected classes there are? And I'm sure that I could find a larger one than
women.

~~~
SpecialistEMT
Which one?

~~~
barrow-rider
Outside of Christianity, and obesity -- which isn't a protected class IIRC --
I can't think of any that make up more than 51% of the population.

The US Black population is around 13%; Hispanic population is closer to
18-19%. Asian and Pacific Islander is around 5%. LBGT population is estimated
at around 5-6%; transgender estimated at around 0.3%. Muslims are <2%, and
Jews roughly the same. Old people, defined as those over 65, are around 17%
and rising to around 24% because of the baby boom. Kids, defined as 0-14
years, are about 18-19%, and are unlikely to be in the company boardroom.
About 19% of the population had some sort of disability, with the majority of
those being older (50+).

In 2017, 80.4 million workers age 16 and older in the United States were paid
at hourly rates, representing 58.3 percent of all wage and salary workers.
Minimum wage isn't a protected class though.

~~~
lawnchair_larry
"Old people" is actually defined as over 40 as far as protected classes for
age discrimination. There are probably more old people than women. Familial
status is another.

------
dsfyu404ed
There's no way this doesn't backfire in the long term. We're gonna see "yes
women" added to boards which will discredit the women who are there for
reasons other than to just check a box.

~~~
TheDong
As opposed to now where all the members of a board are qualified unrelated
men, not a bunch of cronies of one of the members.

I wonder when the rampant cronyism among male-dominoated boards will discredit
the men who are on boards for reasons other than cronyism...

~~~
WalterSear
They will hire female cronies.

------
animex
They should have went all the way: 50% women, 10% african-americans, 5% asian,
5% choose-some-other-race, of which 5% must be LGBT, 20% catholic, 50%
christian, 25% none/agnostic/atheist, 5% "other" and 99% should NOT be in the
1% :-)

I suspect a working-class Lesbian Asian Hindu is gonna find themselves in
demand!

------
citrus1330
Legislating people to make decisions based on gender? Wow! So progressive and
nondiscriminatory!

------
jandrewrogers
How does something like this get implemented? A company has limited control
over the gender composition of the board. The aggregate actions of myriad
outside and independent shareholders may not align to produce the necessary
result in aggregate. Furthermore, virtually all of these companies are foreign
corporations, California has limited ability to modify the intrinsic nature of
the board construction process -- _it has no jurisdiction_. The only obvious
escape hatch that make this reliably executable in any sane legal framework is
to guarantee that the CEO is female. Or to have a male member of the board
exercise the "identify as female" clause if the shareholders in aggregate
don't produce a board composition that meets this law. The whole thing is a
setup for some absurd theatrics in the board room. I fail to see how this will
produce a positive result for anyone.

That said, I am skeptical that this passes Constitutional muster. California
has no jurisdiction over corporate law in the rest of the US, and (for good
reason) nobody incorporates in California such that they would have
jurisdiction. This is a publicity stunt that will stir up outrage by various
factions and accomplish nothing.

------
throwaway93832
This makes no sense.

So a company that has a target market of men must have a woman on the board?
So an all woman board will be legal?

How female is female enough for them? Can someone just identify as a woman, or
will there be a mandatory screening of what's between their legs (or what
their DNA has)?

I predict the outcome will just be companies will move headquarters to another
state (already happening because of taxes!) and/or the company will go
private.

~~~
paulsutter
Take a look at companies whose target customers are all women. Are you
surprised to see a man on their board?

~~~
AnthonyMouse
> Take a look at companies whose target customers are all women. Are you
> surprised to see a man on their board?

Are you surprised if they don't? Should they be required to?

------
testfoobar
Requiring a private entity to spend resources in favor of one class of
citizens is almost certainly unconstitutional. There are many actionable
avenues available to California to promote equality in workplaces, by signing
this soon to be struck down law, California’s leaders are exploiting politica
division for political gain. Politicians going to politician.

~~~
lykr0n
Ignoring the intention, California is littered with big ideas that fell on
their face months/years later. But that's the next guy's problem.

------
seattle_spring
I wish these laws would focus on the issues with the pipeline, instead of
bandaid "fixes" like this. It's insane to me that we can look at women still
being encouraged to study soft majors like art, history, teaching, etc, and
then be surprised that they're not becoming board members of huge companies
20-30 years later.

There are SO MANY reasons that women are not becoming leaders of companies at
the same rate as men, and the glass ceiling is such a small part of the larger
picture.

This seems like an unbelievable lazy and dishonest attempt at fixing a real
problem.

------
userbinator
This is only going to lead to "We don't have a female, let's just find one and
put her there because the law says so."

First and hopefully last state, but I'm not optimistic...

~~~
arcticbull
No it's not, because board members are important. The conversation, at worst,
will be "how can we find the best qualified woman we can to fill the board
seat required." They can expand the board to meet this requirement so they
won't be unable to hire anyone.

~~~
thisgoodlife
How does the law prevent the founders from putting some of their wives to the
board?

~~~
arcticbull
It doesn't. Looking the other members of the board in the eye and telling them
you couldn't find anyone in the world more qualified for one of the most
important jobs at YOUR company - responsible for hiring and firing the CEO -
than your girlfriend or wife based on no other parameters should stop you from
doing that. I'd imagine you'd have a difficult time raising money too - let
alone the publicity.

The law doesn't stop me from running each board meeting in the form of
interpretive dance, either. As a board member, I would likely seek to fire
that founder immediately in either case.

------
mujoco
The article seems light on explaining the reasoning behind the law. Its
proponents clearly want to increase the average female-male ratio on corporate
boards. But that doesn't mean that a few boards being nearly all-male is
necessarily bad. There must be a better, less blunt way to encourage companies
to open more board seats up to women.

~~~
repolfx
It does explain, but unfortunately the justification itself is light:

> _" despite numerous independent studies that show companies with women on
> their board are more profitable and productive"_

The scourge of biased 'social science' strikes again. The politician believes
that science has shown that women make companies better (but oddly, men don't
make companies with all female boards better).

I've encountered a few studies over time claiming to show this. Every single
one was junk. Common problems are:

1) No ability to replicate, e.g. citing private databases and then just
asserting the outcome. This is a frequent problem with studies that come out
of management consultancies and other such groups.

2) Dropping data points. One study I read that concluded women on boards =
more profit started by excluding all the unprofitable companies from the
analysis.

3) Confounding variables. It's typical for such studies to simply compare
profitability against gender without controlling for other factors. For
example they look at firms in the middle east (all men) and say, look, western
firms are more profitable, it must be because of women. This is especially
problematic when they include countries in the analysis where there are
already laws forcing women onto boards - invariably it's the richest countries
that do this i.e. those without bigger problems to worry about.

I have never encountered a study that showed with any scientific validity that
companies make more money when they have women on the boards. Yet now these
faux 'studies' are causing major law changes throughout the world.

This is of course exactly what the (invariably female) authors of these
studies wanted in the first place. It is sickening and may eventually result
in severe blowback.

------
SilverSlash
But I thought gender was a social construct. So why include quotas based on
gender?

------
en4bz
Aren't most companies "based" in Delaware anyway for tax purposes?

~~~
shafyy
A lot of tech companies are Delaware C Corps, but they are still headquartered
in other states.

------
PopePompus
Does this mean that all-female boards are also forbidden?

~~~
cobookman
I'm curious how trans people are counted as well. Say you have 1 Cis female, 1
cis male, 1 trans male, 1 trans female. Can the fifth person be a cis male or
trans male?

~~~
androidgirl
A trans woman is legally a woman and could be placed on the board to count.

A trans man is legally a man and would not count.

In California, transgender people are granted a lot of protections and rights,
like the right to change their birth certificate gender, ID gender, etc.
without surgery. It's one of the most progressive states on that issue.

------
smsm42
I read in Wikipedia that:

As of August 2015, only 2% of S&P 500 companies had all male boards of
directors

Is California trying to solve a problem that has already been solved?

------
darawk
This is just staggeringly stupid and makes me ashamed to live in California.
I'm all for having women on boards, when there's a qualified female candidate.
I am categorically not for forcing them to be on boards for some misguided
sense of social justice.

------
stmfreak
Six person board? “At least” three women. Says it all.

~~~
seivarden
Six or more.

------
x0x0
Curious - as article mentions - if this can be enforced on the standard
Delaware C / California foreign that almost all of us work for.

~~~
Kalium
[https://leginfo.legislature.ca.gov/faces/billTextClient.xhtm...](https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201720180SB826)

> 301.3. (a) No later than the close of the 2019 calendar year, a publicly
> held domestic or foreign corporation whose principal executive offices,
> according to the corporation’s SEC 10-K form, are located in California
> shall have a minimum of one female director on its board. A corporation may
> increase the number of directors on its board to comply with this section.

------
gfredtech
Imagine being a female on the exec board of a California company and knowing
the reason why you're there.

~~~
cam_l
Imagine being a man on any other board and knowing why you are there..

------
kyriakos
This is ridiculous. I hate discrimination but enforcing this I believe has the
opposite effect.

------
doodliego
Aren't most corporations incorporated in Delaware for tax reasons anyway?

~~~
neonate
Is incorporated-in the same as headquartered-in? for the purposes of this law?

~~~
Kalium
[https://leginfo.legislature.ca.gov/faces/billTextClient.xhtm...](https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201720180SB826)

> 301.3. (a) No later than the close of the 2019 calendar year, a publicly
> held domestic or foreign corporation whose principal executive offices,
> according to the corporation’s SEC 10-K form, are located in California
> shall have a minimum of one female director on its board. A corporation may
> increase the number of directors on its board to comply with this section.

------
subjectsigma
Extreme left-wing politics is basically defined by hypocrisy at this point.
"Discrimination is bad... Unless we do it!" "Violence is bad... Unless you're
punching people the mob deems Nazis!" "Free speech is good... Unless you say
something we don't like!"

I'd like to imagine that most moderate liberals are seriously embarrassed by
this kind of stuff. It seems from the thread that this is true, so that gives
me hope that it's not all bad.

------
jjeaff
Shouldn't they also be required to have at least one black person, one Asian,
one gay, one handicapable person and one non-cisgender member?

Imagine the job prospects of your average handicapped, transgender blasian
lesbian? You could have your pick of any company board.

I kid, but I can't help but imagine there will be some unintended consequences
of legislation like this.

~~~
ajspencer
I agree. I support the principle behind this legislation, but it seems to set
a dangerous precedent for giving the state government the authority to mandate
demographics.

~~~
dsfyu404ed
Agreed. Allowing the governments to dictate the demographic makeup of private
organizations is just asking for trouble. If we continue down this path I'm
sure people will screw it up and use it for bad things (like universally bad,
not just considered bad by the affected minority) within a generation or two.

~~~
arcticbull
So how about we change it then instead of giving up an not tying because
something might happen?

~~~
hueving
How about we don't pass blatantly sexist laws in the first place instead?

What is the problem you're 'trying' to fix that doesn't apply to any other
minority?

~~~
arcticbull
(1) It's sexist in an attempt to solve sexism in the same way that affirmative
action is racist in an attempt to solve racism. Sometimes, the ends justify
the means. Unless you believe that only old white men are capable of being on
the board you should ask yourself why only old white men are on the board.
What is it about society, or the system, that has gotten us to where we are?
What if we tried this and see what happens? If it doesn't work maybe let's
roll it back? I do know for sure doing nothing won't change anything, at least
based on the trendline.

It's really easy to sit there and say this law is sexist if you stand to
benefit from the status quo. I'm not sure you do, I know nothing about you -
this is an observation in general.

(2) We can have two problems. That doesn't mean we shouldn't try to solve one.
This is akin to the argument that California should be dealing with the
homeless instead of banning straws. It should be, and is, doing both. We can
have _two_ problems. We can work on multiple problems simultaneously. And
having two problems isn't a license to sit on your hands and do nothing until
you have a way to solve both at the same time. Further, if this works
remarkably well in some way maybe it'll be a good template for future change?
Or a lesson as to why we shouldn't do it this way.

~~~
albertkass
> Unless you believe that only old white men are capable of being on the board
> you should ask yourself why only old white men are on the board.

Have you asked that question and looked for a scientifically valid answer
instead of jumping to bigotry?

There are many objective reasons for that, one being:

> Fewer women than men become executive managers. They earn less over their
> careers, hold more junior positions, and exit the occupation at a faster
> rate. We compiled a large panel data set on executives and formed a career
> hierarchy to analyze mobility and compensation rates. We found that,
> controlling for executive rank and background, women earn higher
> compensation than men, experience more income uncertainty, and are promoted
> more quickly. Amongst survivors, being female increases the chance of
> becoming CEO. Hence, the unconditional gender pay gap and job-rank
> differences are primarily attributable to female executives exiting at
> higher rates than men in an occupation where survival is rewarded with
> promotion and higher compensation.

> There is still a question of why women have a higher nonmarket outside
> option than men. One explanation is that women acquire more nonmarket human
> capital than men throughout their lives, and hence find retirement a
> relatively attractive option. Women in the top executive market are mostly
> beyond childbearing age, but there is evidence that such women are more
> likely to leave for personal and other household reasons than their male
> counterparts. For example, Sicherman (1996) finds that in a case study of a
> large insurance company, female executives were more likely than their male
> counterparts to exit the firm because of better working conditions
> elsewhere, to be near home, change of residence, household duties, personal
> health, illness in the family, and positions abolished. Most of those
> reasons, except position abolished, are voluntary departures related to home
> or family.

[http://humcap.uchicago.edu/RePEc/hka/wpaper/Gayle_Golan_Mill...](http://humcap.uchicago.edu/RePEc/hka/wpaper/Gayle_Golan_Miller_2011_gender-
differences-executive.pdf)

------
outis
Honestly surprised at how many people are posting comments about this. You
know you'll end up on some list, right? Maybe you think it's ok to debate this
kind of measure now, but the line will keep moving. In three years you may
have people scouring your internet history for past wrongthink to deny you
that promotion, or to get rid of you. In five years, machine learning
algorithms may take your comments as input for your Ethical Credit Score.
Hacker News is not going to delete your comments if you come to regret them.

It's best not to think about these things at all. What can you do, anyway?
Suppress your mind's wandering. Focus on that algorithm on that refactoring,
someone needs to get that work done, and it's you. You need that promotion.
You need to make a lot of money for the federal government, for the state of
California, and for your landlord, and you better make enough that there is
something left to save. You don't want to look back in ten years and realize
your youth disappeared while you were sitting in front of a monitor, you're
still unmarried, you don't own a house, and you haven't had an independent
thought in a decade, right? At least you've got to have some money saved up,
that's going to make it worth it. So put your head down and get back to
coding.

~~~
arcticbull
This reads to me as "don't say things that leave you on the wrong side of
history" \- a solid recommendation for life in general.

~~~
leereeves
You mean "on the wrong side of people who don't tolerate differences of
opinion".

It's sad to see the left becoming so intolerant. In this very discussion we
see people claiming that it's sexist to be against this law.

Personally, I think the law should treat all people equally, not single out
groups for favorable treatment.

~~~
arcticbull
In an idealized world it should. In reality, people aren't all equal. The
circumstances of birth, genetics, society, societal memory and much more
contribute to a world that left alone is inherently unfair. I'm for putting a
finger on the scales a little bit to even out the inequalities. Not
completely! But to look after the worst off, to right past wrongs (and we've
made many mistakes getting here) and to push for a world where each individual
is able to rise to the level of their competence and positive qualities by
looking after their shortcomings. To create a meritocratic system in _spite_
of the inherent inequalities.

So we're clear, I'm in favor or wealth inequality, and income inequality, but
only coupled with social mobility. I'm in favor of having wealth as a reward
for your contributions. And for a 90% estate tax to make sure each generation
starts off without major advantages. I'm for socialized medicine so the
circumstances of your birth or random chance don't stop you from achieving
your potential. I'm for creating a world where nobody feels they can't achieve
some level of success because of societal norms and if that means temporarily
creating 'mandatory' role models, that's fine too.

If the world were inherently fair, wouldn't you already expect corporate
boards to represent the rest of the society at large? And yet they don't so
someone or somethings' finger must already be on the scales. Unless of course
you're telling me only old white men are capable of being board members, that
is. So in the interest of fairness, we should push back. A little. See what
happens. Then act accordingly.

See how this would fit with my worldview?

I have friends who are incredibly right-wing and absolutely disagree with me,
often, and I very much enjoy engaging them in conversation. I don't think
they're wrong, I just disagree.

I don't think you're sexist for disagreeing with this law. I agree with it. I
have my rationalizations and justifications, and I'm interested in hearing
yours, and as always, in debating.

------
SamReidHughes
This is no different than outlawing all-male marriages.

~~~
arcticbull
No, it's completely different.

------
sxcurry
The comments so far might give insight into the terrible sexism of tech in
general.

------
NeedMoreTea
Fascinating to see all comments against this at the moment.

Some level of mandatory female board presence seems to work OK in plenty of
places elsewhere in the world without a great backlash. No visible campaigns
to repeal because of the great damage or tokenism that's resulted.

~~~
mooseburger
Which are the other places in the world that have done this?

~~~
skybrian
Belgium, France, Germany, Iceland, India, Israel, Italy, Norway and Spain have
quotas according to:

[https://en.wikipedia.org/wiki/Gender_representation_on_corpo...](https://en.wikipedia.org/wiki/Gender_representation_on_corporate_boards_of_directors)

------
cam_l
It would be great if all the comments in this thread could give full
disclosure for their position. As you would for any other potential conflict
of interest.

For my part, I think legislation like this could be immeasurably improved if
there was a sunset clause once parity was reached (in the state). Which would
prove that this is only instituted due to the compete failure of the status
quo of the old boys clubs.

Full disclosure: blokes opinion.

------
arcticbull
I (a man) for one am happy about this decision. Not because this, the
intermediate state, is one I'm happy with, but because it creates female role
models that girls can look up to. This in turn will show girls that it's
something they can achieve and aspire to, and ideally, soon, this legislation
won't be required anymore. It's a bootstrapping tool.

We're talking about a single board member. This isn't going to destroy
companies. It's not going to force companies to do without the best and
brightest, that's incredibly hyperbolic. If you really want to add a specific
man, add a seat, or drop someone.

Especially since as the article points out, companies with female board
members tend to be more profitable [1]. Correlation is not causation. On the
other hand, there's no apocalyptic collapse coming because they let a lady
into the boardroom, my lord, what's becoming of California?! I do believe I've
got a case of the vapors.

It's really amazing how little empathy is being displayed here. I'm sure each
of you would feel differently if 90% of board members were women. Maybe it's
just the demographics on here? Maybe it's because as engineers we live in a
world we can control by simply moving a letters around on a computer screen.
The real world, society, is messy. It's not as simple as declaring meritocracy
and suddenly equality arrives. Change requires making uncomfortable decisions,
making compromises and taking real steps. And yes, rolling them back if they
don't work out as planned.

[1] [https://www.bbc.com/news/41365364](https://www.bbc.com/news/41365364)

~~~
arcticbull
Hey to those down voters, maybe stop by an explain your position! I'd love a
conversation.

~~~
justtopost
I can't downvote, but I can read.

Many people feel sexism, and bigotry in general is not solved by more of the
opposite kind of bigotry. I feel their theory that it will somehow lead to
more rolemodels is optimistic, but misplaced.

