S.Amdt. 4141

SA 4141. Mr. CARDIN submitted an amendment intended to be proposed to
amendment SA 3789 proposed by Mr. Brownback (for himself, Mr. Bond, and
Mr. Inhofe) to the amendment SA 3739 proposed by Mr. Reid (for Mr. Dodd
(for himself and Mrs. Lincoln)) to the bill S. 3217, to promote the
financial stability of the United States by improving accountability
and transparency in the financial system, to end ``too big to fail'',
to protect the American taxpayer by ending bailouts, to protect
consumers from abusive financial services practices, and for other
purposes; which was ordered to lie on the table; as follows:

In lieu of the matter proposed to be inserted, insert the
following:

SEC. 1030. ENERGY AND ENVIRONMENTAL MARKETS ADVISORY
COMMITTEE.

(a) Repeal.--Notwithstanding any other provision of this
Act, section 911 of this Act is repealed, effective on the
date of enactment of this Act, and shall have no force or
effect on or after that date of enactment.
(b) Investor Advisory Committee Established.--Title I of
the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.)
is amended by adding at the end the following:

``SEC. 39. INVESTOR ADVISORY COMMITTEE.

``(a) Establishment and Purpose.--
``(1) Establishment.--There is established within the
Commission the Investor Advisory Committee (referred to in
this section as the `Committee').
``(2) Purpose.--The Committee shall--
``(A) advise and consult with the Commission on--
``(i) regulatory priorities of the Commission;
``(ii) issues relating to the regulation of securities
products, trading strategies, and fee structures, and the
effectiveness of disclosure;
``(iii) initiatives to protect investor interests,
including initiatives to protect investors against the
material risks to investors associated with companies in the
extractive industries sector, including--

``(I) unique tax and reputational risks, in the form of
country-specific taxes and regulations;
``(II) the substantial capital employed in the extractive
industries, and the often opaque and unaccountable management
of natural resource revenues by foreign governments; and
``(III) the potential for unstable and high-cost operating
environments for multinational companies operating in foreign
countries; and

``(iv) initiatives to promote investor confidence and the
integrity of the securities marketplace; and
``(B) submit to the Commission such findings and
recommendations as the Committee determines are appropriate,
including recommendations for proposed legislative changes.
``(b) Membership.--
``(1) In general.--The members of the Committee shall be--
``(A) the Investor Advocate;
``(B) a representative of State securities commissions;
``(C) a representative of the interests of senior citizens;
and
``(D) not fewer than 10, and not more than 20, members
appointed by the Commission, from among individuals who--
``(i) represent the interests of individual equity and debt
investors, including investors in mutual funds;
``(ii) represent the interests of institutional investors,
including the interests of pension funds and registered
investment companies;
``(iii) are knowledgeable about investment issues and
decisions; and
``(iv) have reputations of integrity.
``(2) Term.--Each member of the Committee appointed under
paragraph (1)(B) shall serve for a term of 4 years.
``(3) Members not commission employees.--Members appointed
under paragraph (1)(B) shall not be deemed to be employees or
agents of the Commission solely because of membership on the
Committee.
``(c) Chairman; Vice Chairman; Secretary; Assistant
Secretary.--
``(1) In general.--The members of the Committee shall
elect, from among the members of the Committee--
``(A) a chairman, who may not be employed by an issuer;
``(B) a vice chairman, who may not be employed by an
issuer;
``(C) a secretary; and
``(D) an assistant secretary.
``(2) Term.--Each member elected under paragraph (1) shall
serve for a term of 3 years in the capacity for which the
member was elected under paragraph (1).
``(d) Meetings.--
``(1) Frequency of meetings.--The Committee shall meet--
``(A) not less frequently than twice annually, at the call
of the chairman of the Committee; and
``(B) from time to time, at the call of the Commission.
``(2) Notice.--The chairman of the Committee shall give the
members of the Committee written notice of each meeting, not
later than 2 weeks before the date of the meeting.
``(e) Compensation and Travel Expenses.--Each member of the
Committee who is not a full-time employee of the United
States shall--
``(1) be compensated at a rate not to exceed the daily
equivalent of the annual rate of basic pay in effect for a
position at level V of the Executive Schedule under section
5316 of title 5, United States Code, for each day during
which the member is engaged in the actual performance of the
duties of the Committee; and
``(2) while away from the home or regular place of business
of the member in the performance of services for the
Committee, be allowed travel expenses, including per diem in
lieu of subsistence, in the same manner as persons employed
intermittently in the Government service are allowed expenses
under section 5703(b) of title 5, United States Code.
``(f) Staff.--The Commission shall make available to the
Committee such staff as the chairman of the Committee
determines are necessary to carry out this section.
``(g) Review by Commission.--The Commission shall--
``(1) review the findings and recommendations of the
Committee
``(2) make recommendations to the Commission on the
advisability of making public the information required to be
disclosed under section 13(p)(2); and
``(3) each time the Committee submits a finding or
recommendation to the Commission under paragraph (1), issue a
public statement--
``(A) assessing the finding or recommendation of the
Committee; and
``(B) disclosing the action, if any, the Commission intends
to take with respect to the finding or recommendation.
``(h) Committee Findings.--Nothing in this section shall
require the Commission to agree to or act upon any finding or
recommendation of the Committee.
``(i) Federal Advisory Committee Act.--The Federal Advisory
Committee Act (5 U.S.C. App.) shall not apply with respect to
the Committee and its activities.
``(j) Authorization of Appropriations.--There is authorized
to be appropriated to the Commission such sums as are
necessary to carry out this section.''.
(c) Disclosure of Payments by Resource Extraction
Issuers.--Section 13 of the Securities Exchange Act of 1934
(15 U.S.C. 78m), as amended by this Act, is amended by adding
at the end the following:
``(p) Disclosure of Payments by Resource Extraction
Issuers.--
``(1) Definitions.--In this subsection--
``(A) the term `commercial development of oil, natural gas,
or minerals' includes exploration, extraction, processing,
export, and other significant actions relating to oil,
natural gas, or minerals, or the acquisition of a license for
any such activity, as determined by the Commission;
``(B) the term `foreign government' means a foreign
government, a department, agency, or instrumentality of a
foreign government, or a company owned by a foreign
government, as determined by the Commission;
``(C) the term `payment'--
``(i) means a payment that is--

``(I) made to further the commercial development of oil,
natural gas, or minerals; and
``(II) not de minimis; and

``(ii) includes taxes, royalties, fees (including license
fees), production entitlements, bonuses, and other material
benefits, that the Commission, consistent with the guidelines
of the Extractive Industries Transparency Initiative (to the
extent practicable), determines are part of the commonly
recognized revenue stream for the commercial development of
oil, natural gas, or minerals;
``(D) the term `resource extraction issuer' means an issuer
that--
``(i) is required to file an annual report with the
Commission; and
``(ii) engages in the commercial development of oil,
natural gas, or minerals;
``(E) the term `interactive data format' means an
electronic data format in which pieces of information are
identified using an interactive data standard; and
``(F) the term `interactive data standard' means
standardized list of electronic tags that mark information
included in the annual report of a resource extraction
issuer.
``(2) Disclosure.--
``(A) Information required.--Not later than 270 days after
the date of enactment of the Restoring American Financial
Stability Act of 2010, the Commission shall issue final rules
that require each resource extraction issuer to include in an
annual report of the resource extraction issuer information
relating to any payment made by the resource extraction
issuer, a subsidiary of the resource extraction issuer, or an
entity under the control of the resource extraction issuer to
a foreign government or the Federal Government for the
purpose of the commercial development of oil, natural gas, or
minerals, including--
``(i) the type and total amount of such payments made for
each project of the resource extraction issuer relating to
the commercial development of oil, natural gas, or minerals;
and
``(ii) the type and total amount of such payments made to
each government.

[[Page S4012]]

``(B) Consultation in rulemaking.--In issuing rules under
subparagraph (A), the Commission may consult with any agency
or entity that the Commission determines is relevant.
``(C) Interactive data format.--The rules issued under
subparagraph (A) shall require that the information included
in the annual report of a resource extraction issuer be
submitted in an interactive data format.
``(D) Interactive data standard.--
``(i) In general.--The rules issued under subparagraph (A)
shall establish an interactive data standard for the
information included in the annual report of a resource
extraction issuer.
``(ii) Electronic tags.--The interactive data standard
shall include electronic tags that identify, for any payments
made by a resource extraction issuer to a foreign government
or the Federal Government--

``(I) the total amounts of the payments, by category;
``(II) the currency used to make the payments;
``(III) the financial period in which the payments were
made;
``(IV) the business segment of the resource extraction
issuer that made the payments;
``(V) the government that received the payments, and the
country in which the government is located;
``(VI) the project of the resource extraction issuer to
which the payments relate; and
``(VII) such other information as the Commission may
determine is necessary or appropriate in the public interest
or for the protection of investors.

``(E) International transparency efforts.--To the extent
practicable, the rules issued under subparagraph (A) shall
support the commitment of the Federal Government to
international transparency promotion efforts relating to the
commercial development of oil, natural gas, or minerals.
``(F) Effective date.--With respect to each resource
extraction issuer, the final rules issued under subparagraph
(A) shall take effect on the date on which the resource
extraction issuer is required to submit an annual report
relating to the fiscal year of the resource extraction issuer
that ends not earlier than 1 year after the date on which the
Commission issues final rules under subparagraph (A).
``(3) Availability of information.--
``(A) Public availability of information.--To the extent
practicable, the Commission shall make available online, to
the public, a compilation of the information required to be
submitted under the rules issued under paragraph (2)(A).
``(B) Other information.--Nothing in this paragraph shall
require the Commission to make available online information
other than the information required to be submitted under the
rules issued under paragraph (2)(A).''.
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