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LGBTQ+ board representation: identifying the barriers to entry

Harvard Law School Forum on Corporate Governance24 April 2023

A governance analysis of the structural barriers that keep LGBTQ+ leaders out of corporate boardrooms — and why the shortfall is not a shortage of candidates.

Published by the Harvard Law School Forum on Corporate Governance, this analysis asks why LGBTQ+ representation in US boardrooms remains close to one per cent, and locates the answer in board recruitment practice rather than in the supply of qualified candidates.

It examines how nominating committees source directors — predominantly through the personal networks of sitting board members and a narrow set of search firms — and how that pattern reproduces existing board composition. Where sexual orientation and gender identity are absent from diversity guidelines and from proxy disclosure, LGBTQ+ candidates remain invisible to the very boards that say they are looking for them.

The piece also considers the disclosure question directly: because few companies report LGBTQ+ representation, progress is difficult to measure and easy to overstate, and the Nasdaq board diversity rule became the first meaningful source of comparable data.

Its conclusion for boards is procedural rather than rhetorical: name sexual orientation and gender identity in board diversity policies, brief search firms accordingly, widen candidate slates beyond incumbent networks, and disclose.

Source

Published by Harvard Law School Forum on Corporate Governance, 24 April 2023.