
Governor signs bill requiring California corporate boards to include women - zaroth
http://www.latimes.com/politics/la-pol-ca-governor-women-corporate-boards-20180930-story.html
======
cowpig
> “There have been numerous objections to this bill, and serious legal
> concerns have been raised,” Brown said. “I don’t minimize the potential
> flaws that indeed may prove fatal to its ultimate implementation.
> Nevertheless, recent events in Washington, D.C. — and beyond — make it
> crystal clear that many are not getting the message.”

I feel like passing a flawed or badly-implemented law that forces companies to
restructure their boards in order to send a political message will have the
opposite of the effect you want.

Surely it'll just galvanize peoples' negative opinions of "liberal policies,"
and do little to actually change anything substantial?

~~~
nyxxie
Call me cynical, but I'm not sure this was about achieving anything other than
political points. I doubt anyone cared about who they galvanize into disliking
this genre of legislation.

Out of all classes who experience unequal representation on corporate boards,
why were women chosen as the exclusive beneficiaries of this legislation? My
guess is because a lot of the hot button social issues being discussed right
now focus on women, thus there's a lot of political capital to be gained if
one takes a radical position in favor of women.

~~~
aisengard
Or maybe because women are the most extreme example? Women are not a minority
- they are ~51% of the population. When most of your population is treated
like a second-class minority, well, that's kind of a big crisis.

And yes, it helps that women's issues are du jour. A lot of credit goes to a
lot of women for their diligence in this matter.

~~~
toomuchtodo
You hurt your cause by using active discrimination to attempt to remediate
systemic issues.

~~~
TomVDB
There have been plenty of European countries where similar (or much stricter)
rules were introduced and arguments similar to yours were used.

And in the end, there are hardly any negative consequences.

~~~
toomuchtodo
This hand waves away the complexity involved. Witness the immigrant backlash
and rise of populism in Europe, Britain, and the United States.

Progress is needed, _of course_. But these are pipeline issues that take
decades to nudge in the right direction. Push the lever too far, too fast, and
it is going to snap back in your face (See: Brexit, Trump, Poland, etc). There
are consequences for disregarding the climate you operate in. Voters and
companies can respond faster than you can; recognize the leverage points in
your feedback loop and the appropriate amount of pressure to apply to each
(and what each point can tolerate).

~~~
TomVDB
This has nothing to do with immigrants, brexit, Trump, etc.

And in many countries, these policies have been done for over a decade with no
obvious voter backlash.

~~~
toomuchtodo
Are you arguing that these countries are the same as the United States?

~~~
TomVDB
Are you arguing that Brexit and Poland happened in the US?

~~~
toomuchtodo
I'm arguing we had a similar result with Trump being elected, yes.

------
CompelTechnic
>By the end of July 2021, a minimum of two women must sit on boards with five
members, and there must be at least three women on boards with six or more
members. Companies that fail to comply face fines of $100,000 for a first
violation and $300,000 for a second or subsequent violation.

This is so utterly bizarre. I suspect that this law will be struck down in
court fairly quickly, and the politicians who pushed it through were just
doing it for the sake of virtue signalling.

~~~
shredprez
Definitely possible.

I'm curious why they went the punitive route rather than providing some kind
of incentive structure. In some ways it works out to the same thing, but tax
breaks for businesses committed to the cause seem way easier to enact and
defend than authoritarian quotas.

Anyone with public policy or legal experience who can chime in here?

~~~
godelski
The really interesting part is that the amount of money seems to be one that
would be extremely harmful to small companies but basically chump change to
large corporations.

------
chmln
> high time corporate boards include the people who constitute more than half
> the ‘persons’ in America

Why everything need to match the country's overall demographics?

This is legislating a desired outcome without regard for basic logic and
sovereignty. Are they also gonna force NBA to become racially diverse? Or for
K-12 to have an equal amount of male to female teachers? You know the answer
is no, but why not?

This is nothing but stupendous, overreaching, smug political posturing.

------
lightbyte
Does this mean companies with no women on their board need to fire a current
board member on the sole basis of their gender? Isn't that discrimination
based on a protected class?

~~~
andrewla
Technically, no -- the person selected to be fired could not be fired on the
sole basis of their gender because they are the same gender as everyone else
on the board.

~~~
cowpig
..unless there is a woman on the board?

~~~
andrewla
That's the technicality -- you only have to fire someone if there are no women
on the board, by assumption.

~~~
debacle
The way the law is written, if there are 5 people on the board and 1 woman,
you need to fire one of the men and add a woman.

------
thisgoodlife
Being the only female board member sucks. A lot of people would assume this is
the reason why you are in the position no matter how capable you are.

~~~
debacle
Even if you've received your position by merit, this law will be the reason
you remain - your merit can't be questioned because the law supplants it.

------
dak1
I can't help but feel like this is falling into the trap of Goodhart's Law[1].
While granting that the relationship can be somewhat complex and potentially
reinforcing, it feels like this is really primarily treating the symptom and
not the cause.

This may be a good proxy for gender equality with regard to economic
opportunities; however, forcing it to hit a certain threshold merely makes the
measure meaningless without appreciably impacting actual gender equality (this
only impacts a vanishingly small percentage of the overall population).

I strongly support efforts to increase gender equality, but I also believe
they should be evidence-based and ideally on their face gender neutral (for
example: banning gender-based discrimination is neutral, even though it would
currently be far more beneficial to women than men).

[1]
[https://en.wikipedia.org/wiki/Goodhart%27s_law](https://en.wikipedia.org/wiki/Goodhart%27s_law)

------
someone454
So if a board position opens up and a male is denied an opportunity solely on
hos sex, how will CA reconcile the lawsuit?

~~~
hardoncollider
Because he can't being denied a position which wasn't legally available for
him to have in the first place.

~~~
sdinsn
> which wasn't legally available for him to have

That's exactly the problem- you can't create a state law that trumps federal
law. The law itself is illegal, it's existence violates gender discrimination
laws already.

------
alexandernst
Why limit that bill just to executive positions? Why not force companies to
have women in every type of position that the company has?

~~~
bassman9000
I guess you know the answer, but: for the same reason it doesn't apply to all
those other jobs with high mortality, or crippling dangers, or plain nasty
ones.

------
dominicr
There’s a lot of people getting riled about this but recent history in Europe
shows that it has little effect either way. Not a great way to solve the
imbalance but it’s not going to cause anyone’s collapse.

The Economist sums it up: “While quotas have not been the calamity that many
had feared, they have also so far failed to achieve what governments had
promised they would.“ [https://amp.economist.com/business/2018/02/17/ten-
years-on-f...](https://amp.economist.com/business/2018/02/17/ten-years-on-
from-norways-quota-for-women-on-corporate-boards)

~~~
cft
Europe is only globally competitive in the entrenched industries that were
created before WW2. It entirely missed the computer revolution. The general
economic direction of Western Europe is downward.

~~~
marsdepinski
Hardly. Europe who you can credit for inventing the www missed the computer
revolution? Funny how banking, payments, government services, car tech, happen
to be at a higher level than in the US.

------
kichik
For "publicly traded corporations headquartered in California".

~~~
weberc2
I wonder how hard it is to legally change your headquarters. I hear Delaware
is nice this time of year...

~~~
jasonlotito
You are confusing incorporations and headquarters. You can be incorporated in
Delaware (as is popular) and headquartered in California (this already
happens).

~~~
coolspot
Yes, for example both Google and Facebook incorporated in Delaware and having
Principal Executive Offices in California.[1][2]

[1] -
[https://www.sec.gov/Archives/edgar/data/1288776/000165204416...](https://www.sec.gov/Archives/edgar/data/1288776/000165204416000012/goog10-k2015.htm)

[2] -
[https://www.sec.gov/Archives/edgar/data/1326801/000132680116...](https://www.sec.gov/Archives/edgar/data/1326801/000132680116000043/fb-12312015x10k.htm)

------
aero142
Is there a legal definition for when transgender people count for legal
purposes? I'm genuinely curious here.

~~~
kradroy
In California: "Gender identity is a person's understanding of their gender,
or perception of their gender identity (which may include male, female, a
combination of both, or neither of those), a gender differing from the one
assigned at birth, or transgender."

So it's essentially whatever the individual defines their gender to be. A
person can have their gender changed by court order on various documents if
certain criteria are met; federal documents are more difficult to change than
CA-issued documents.

~~~
debacle
But is the law written in the context of gender or sex?

~~~
kradroy
According to CA SB 826:

(f) For purposes of this section, the following definitions apply: (1)
“Female” means an individual who self-identifies her gender as a woman,
without regard to the individual’s designated sex at birth.

~~~
debacle
Is someone allowed to self identify as more than one gender? Is there any
burden of proof on identity?

~~~
kradroy
That starts getting into difficult territory. A strict interpretation of SB
826 would require a person to self-identify as "female" and nothing else. It
would be a legal question to be decided by a court if genders such as
"genderfluid" or "non-binary" would be acceptable.

There is a law in CA that prohibits employers from asking for documentation of
your gender or sex. However, I don't think board directors are considered
employees. They are either volunteers or independent contractors.

------
pkaye
I've read that only like 90 corporations are headquartered in CA for which
this law is applicable. Most of the others are headquartered in Delaware or
other states. One exception I've heard of is Apple.

~~~
tyingq
Depends on your interpretation of "headquartered". The article points out that
many companies are headquartered in California, but incorporated in Delaware.

~~~
claar
The text of the bill defines this:

whose principal executive offices, according to the corporation’s SEC 10-K
form, are located in California

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

------
buboard
This is good for 49 states.

------
ntumlin
Is there any requirement in the law that the women on the board actually do
anything other than be a member of it? Would anything stop a woman from
offering to sit on your board and pinky promise not to vote for $1k a year?
Someone could do that with a whole bunch of companies and everybody wins.

~~~
derefr
What’s stopping a lobbyist from paying them a lump sum greater than their NPV
of $1k/yr to just vote once at a decisive moment?

Also, what is such a person supposed to do if they’re the tie-breaker vote?

------
ummonk
A few years from now, a lot of board members will start identifying as female.

------
sigzero
Government overreach.

------
neokantian
They can also add "paper women". There is probably even an opportunity for a
service company to provide a catalog with profiles, from which to add paper
women to your board:

"Add a paper woman to your board! Cheap and easy! $9.99/year excl. sales tax"

~~~
gojomo
bindersfullofwomen.com

------
skookumchuck
Does that also mean that current all women boards have to include some men?

~~~
kradroy
No. Interpreting CA SB 826: a board of all women would be in compliance. The
bill itself does not mention men at all.

~~~
billylindeman
i swear i'm about to give up on california

------
knicholes
While I'm all for women serving on boards, I'm not keen on this being a legal
mandate. I'll be sure to not incorporate in CA. Furthermore, how do they
determine "female"ness?

~~~
hardoncollider
Uh, the gender the person identifies with. That's all.

~~~
knicholes
Then I hardly see how this law changes anything. Can't one identify one's
gender fluidly, sometimes including both at times?

~~~
MagnumOpus
No, legally one can't. One can change their legal gender, but one has to
decide.

~~~
knicholes
Ah, of course. Thank you for helping me realize what should have been
painfully obvious. (but seriously, though, thank you)

------
thanatos_dem
So Alphabet will need to add two women (currently 8 board members, 1 woman).
Apple, Tesla, and Facebook will need to add 1 (7/2, 9/2 and 9/2 respectively).
Uber surprisingly enough already has 3 female board members, so they’re all
set. That’s all assuming that this bill sticks of course. I’m sure there’ll be
some heavy opposition to it.

I’m a bit surprised Alphabet’s board is one of the more gender imbalanced
right now among the giants.

~~~
jotux
Alphabet seems to have [1] 11 directors, two of which are women. So they can
either (1) hire one more women director, or (2) fire six of the male
directors.

[1]
[https://abc.xyz/investor/other/board.html](https://abc.xyz/investor/other/board.html)

Edit: the law only requires three women directors for board over six in size,
not 50% of the board. Corrected.

~~~
thanatos_dem
Ah, you’re right, I was looking at an out of date list of board members.

So they’ll only need to hire 1 additional woman. The bill requires there to be
at least three women on boards with six or more members. Not pairity, just 3.

~~~
jotux
You are correct and I fixed my comment to reflect that.

------
joeblow999
I look forward to a bunch of white males in their 50's who have 100M+ stock
portfolios identifying as "female" real soon....

------
RobertSmith
There is a real problem with underrepresentation of women on corporate boards.
It's not hard to find talented women

~~~
rsl7
Thank you. Instead of acknowledging this reality, many here seem to be
proposing technical ways to get around it.

------
cphoover
What about algorithmic laws.

People complain about affirmative action, because it favors one group of
people over another.

What if you algorithmically defined quotas instead of saying group X you say
of the n groups that are underrepresented in the subset population relative to
their existence in the larger population of the country they are weighed
favorably by a multiplier of X.

This way you can get around writing policies that expressly prefer one group
over another. Instead of saying we prefer black people over Asian people into
our institution, we prefer "women" over men. The policy should be written as
we prefer the lower X% represented ethnic categories to ensure preventing
homogeneity and ensure a level of diversity.

Of course the issue with this becomes how do you define group identity. People
can be divided into infinitesimal categorizations, and how do you define what
qualifies as being part of a group. Is Barack Obama black or white? What
percentage of genetic markers, indicate that someone deserves a specific label
or categorization. Why is that percentage accurate? Why do we prefer one class
of discriminated people over another class of discriminated people? The
questions go on and on.

~~~
bassman9000
_People can be divided into infinitesimal categorizations_

Down to the person. Which is why merit has been and will be the best measure.
And also why identity politics are so damaging.

------
cft
Last submission of this news was sunk or flagged by HN moderators within an
hour. Let's see if this one lasts.

~~~
dang
What posts are you referring to? This topic has already been repeatedly
discussed on HN:

[https://news.ycombinator.com/item?id=18109162](https://news.ycombinator.com/item?id=18109162)

[https://news.ycombinator.com/item?id=18110316](https://news.ycombinator.com/item?id=18110316)

[https://news.ycombinator.com/item?id=17885236](https://news.ycombinator.com/item?id=17885236)

The current submission is clearly a dupe, since it's the exact same news from
4 days ago. Moreover, the discussion is predictable; it consists of the same
two things over and over: (1) "discrimination"; (2) "it works in Europe". Plus
trolls. Nobody participates in these threads out of intellectual curiosity, so
they're actually off topic by HN's core standard:
[https://news.ycombinator.com/newsguidelines.html](https://news.ycombinator.com/newsguidelines.html).

~~~
cft
It's bad both ways: having these news creates sort of unconstructive
discussion, but removing it creates a perception of bias/censorship.

I think between these two bad options not removing them is a better option:
news of this magnitude are rare and it will blow away after a few days. It
relates to California corporate law and thus is pertinent to HN nevertheless I
think.

~~~
dang
Thanks for the thoughtful reply. No question it's pertinent. I'm not sure we
need a fourth thread though.

Re perception of bias/censorship: that's a tough one. This perception arises
no matter what we do; there seems to be no way to avoid it.

------
Zarath
At least now we can feel good about being exploited... because they are
inclusive!

------
skookumchuck
This legitimizes tokenism for every diversity agenda. But it raises the
problem of how do you set up, say, a 5 member board with the correct numbers
of white, black, asian, women, Indian, gay, hispanic, etc. on it?

~~~
zbyte64
This may come as a shock but people often have multiple backgrounds.

~~~
skookumchuck
If you're a bi-racial gay woman, you'd be in high demand!

~~~
zbyte64
Why wouldn't they be already? If that person is still a high functioning adult
then they have an accessible insight to people you and I do not.

~~~
dsfyu404ed
He means they'd be in higher demand than someone who's equally high
functioning but checks fewer diversity boxes.

~~~
dx87
I've seen people kept around for that exact reason in govt contracting. For
example, one employee never pulled her weight, and managers always wanted to
fire her, but she was a black senior citizen. Since she allowed them to check
off 3 diversity boxes when bidding for govt contracts, the company wouldn't
let anyone fire her, so she kept getting promoted because that was the only
way the managers could get her off their team.

~~~
dsfyu404ed
In the trades it's common to have a personal LLC so you can expense your work
truck, your lunch, etc and to have your wife own the LLC so you can have a
woman owned business (which makes you a more attractive sub for government
jobs)

------
mch82
The assumption implied in many comments on this post is that this policy
change will hurt companies.

Is that really how people feel? If so, how come?

~~~
cphoover
Because people think that you should hire someone based on their
qualifications, not based on what is between their legs.

~~~
kevinh
The implicit argument you're posing is that board membership is a meritocracy
where there are no implicit or explicit barriers to entry based on certain
groups.

I don't think I need to go into the result of holding that belief with the
current makeup of boards of directors.

------
haberman
> “There have been numerous objections to this bill, and serious legal
> concerns have been raised,” Brown said. “I don’t minimize the potential
> flaws that indeed may prove fatal to its ultimate implementation.
> Nevertheless, recent events in Washington, D.C. — and beyond — make it
> crystal clear that many are not getting the message.”

Why do people so often assume -- as Brown has here -- that more women in power
will lead to progressive outcomes?

41% of women voted for Donald Trump. 37% of women currently approve of his
performance. These numbers are lower than men, it's true, but not that much
lower (52% and 45%, respectively).

Even though more women believe Ford than men, there is little difference in
opposition to Kavenaugh by gender:
[https://www.politico.com/story/2018/10/01/poll-kavanaugh-
for...](https://www.politico.com/story/2018/10/01/poll-kavanaugh-ford-
opinion-854860)

Many progressives seem to view women as a voting bloc that will ensure left-
leaning results. The numbers do not support this view.

~~~
skookumchuck
The reason is pretty simple. Women have husbands, fathers, brothers, and sons.
It's not women vs men.

For example, a female colleague of mine a few years back had her son forced
out of university and ruined due to an allegation of rape that was entirely he
said / she said. She did a lot of crying about how unjust that was.

------
jotux
Will this mean we'll see job postings in the future that state, "Men need not
apply"?

