S.Amdt. 4329

SA 4329. Mr. KOHL submitted an amendment intended to be proposed to
amendment SA 4301 proposed by Mr. Baucus to the bill H.R. 4213, to
amend the Internal Revenue Code of 1986 to extend certain expiring
provisions, and for other purposes; which was ordered to lie on the
table; as follows:

At the end, add the following:

TITLE VIII--PENSION BENEFIT GUARANTY CORPORATION GOVERNANCE IMPROVEMENT

SEC. 801. SHORT TITLE.

This title may be cited as the ``Pension Benefit Guaranty
Corporation Governance Improvement Act of 2010''.

SEC. 802. BOARD OF DIRECTORS OF THE PENSION BENEFIT GUARANTY
CORPORATION.

(a) In General.--Section 4002(d) of the Employee Retirement
Income Security Act of 1974 (29 U.S.C. 1302(d)) is amended to
read as follows:
``(d)(1) The board of directors of the corporation consists
of--
``(A) the Secretary of the Treasury, the Secretary of
Labor, and the Secretary of Commerce;
``(B) a member that is a representative of employers
offering defined benefit plans;
``(C) a member that is a representative of organized labor
and employees; and
``(D) 2 other members.
``(2)(A) The members of the board of directors described
under subparagraphs (B) through (D) of paragraph (1)--
``(i) shall be appointed by the President by and with the
advice and consent of the Senate--
``(I) at the beginning of the second year of the
President's term of office, with respect to such members
described under subparagraphs (B) and (C) of paragraph (1);
and
``(II) at the beginning of the fourth year of the
President's term of office, with respect to such members
described under subparagraph (D) of paragraph (1); and
``(ii) shall serve for a term of 4 years.
``(B) Not more than 2 members of the board of directors
described under subparagraphs (B) through (D) of paragraph
(1) shall be affiliated with the same political party.
``(C) Each member of the board of directors described under
subparagraphs (B) through (D) of paragraph (1) shall not have
a direct financial interest in the decisions of the
corporation.
``(3) Each member of the board of directors described under
subparagraph (A) of paragraph (1) shall designate in writing
an official, not below the level of Assistant Secretary, to
serve as the voting representative of such member on the
board. Such designation shall be effective until revoked or
until a date or event specified therein. Any such
representative may refer for board action any matter under
consideration by the designating board member.
``(4) The members of the board of directors described
under--
``(A) subparagraph (A) of paragraph (1), shall serve
without compensation, but shall be reimbursed for travel,
subsistence, and other necessary expenses incurred in the
performance of their duties as members of the board; and
``(B) subparagraphs (B) through (D) of paragraph (1) shall,
for each day (including traveltime) during which they are
attending meetings or conferences of the board or otherwise
engaged in the business of the board, be compensated at a
rate fixed by the corporation which is not in excess of the
daily equivalent of the annual rate of basic pay in effect
for grade GS-18 of the General Schedule, and while away from
their homes or regular places of business they may be allowed
travel expenses, including per diem in lieu of subsistence,
as authorized by section 5703 of title 5, United States Code.
``(5)(A) The Secretary of Labor is the chairman of the
board of directors.
``(B) The President shall designate 1 of the members
appointed under paragraph (2) as the vice-chairman of the
board of directors.
``(6) The Inspector General of the corporation shall report
to the board of directors, and not less than twice a year,
shall attend a meeting of the board of directors to provide a
report on the activities and findings of the Inspector
General, including with respect to monitoring and review of
the operations of the corporation.
``(7) The General Counsel of the corporation shall--
``(A) serve as the secretary to the board of directors, and
shall advise such board as needed; and
``(B) have overall responsibility for all legal matters
affecting the corporation and provide the corporation with
legal advice and opinions on all matters of law affecting the
corporation, except that the authority of the General Counsel
shall not extend to the Office of Inspector General and the
independent legal counsel of such Office.
``(8) Notwithstanding any other provision of this Act, the
Office of Inspector General and the legal counsel of such
Office is independent of the management of the corporation
and the General Counsel of the corporation.''.
(b) Number of Meetings; Public Availability.--Section
4002(e) of the Employee Retirement Income Security Act of
1974 (29 U.S.C. 1302(e)) is amended--
(1) by striking ``The board'' and inserting ``(1) The
board'';
(2) by striking ``the corporation.'' and inserting ``the
corporation, but in no case less than 4 times a year with a
quorum of not less than 5 members. Not less than 1 meeting of
the board of directors during each year shall be a joint
meeting with the advisory committee under subsection (h).'';
and
(3) by adding at the end the following:
``(2) The chairman of the board of directors shall make
available to the public the minutes from each meeting of the
board, unless the chairman designates a meeting or portion of
a meeting as closed to the public, based on the
confidentiality of the matters to be discussed during such
meeting.''.
(c) Advisory Committee.--
(1) Issues considered by the committee.--Section 4002(h)(1)
of the Employee Retirement Income Security Act of 1974 (29
U.S.C. 1302(h)(1)) is amended--
(A) by striking ``, and (D)'' and inserting ``, (D)''; and
(B) by striking ``time to time.'' and inserting ``time to
time, and (E) other issues as determined appropriate by the
advisory committee.''.
(2) Joint meeting.--Section 4002(h)(3) of the Employee
Retirement Income Security Act of 1974 (29 U.S.C. 1302(h)(3))
is amended by adding at the end the following: ``Not less
than 1 meeting of the advisory committee during each year
shall be a joint meeting with the board of directors under
subsection (e).''.

SEC. 803. AVOIDING CONFLICTS OF INTEREST.

Section 4002 of the Employee Retirement Income Security Act
of 1974 (29 U.S.C. 1302) is amended by adding at the end the
following:
``(j) The Director of the corporation, and each member of
the board of directors described under subparagraphs (B)
through (D) of subsection (d)(1), shall agree in writing to
recuse him or herself from participation in activities which
present a potential conflict of interest or appearance of
such conflict, including by not serving on a technical
evaluation panel.''.

SEC. 804. SENSE OF CONGRESS.

(a) Formation of Committees.--It is the sense of Congress
that the board of directors of the Pension Benefit Guaranty
Corporation established under section 4002 of the Employee
Retirement Income Security Act of 1974 (29 U.S.C. 1302), as
amended by this title, should form committees, including an
audit committee and an investment committee, to enhance the
overall effectiveness of the board of directors.
(b) Risk Management Position.--It is the sense of Congress
that the Pension Benefit Guaranty Corporation established
under section 4002 of the Employee Retirement Income Security
Act of 1974 (29 U.S.C. 1302), as amended by this title,
should establish a risk management position that evaluates
and mitigates the risk that the corporation might experience.
The individual in such position should coordinate the risk
management efforts of the corporation, explain risks and
controls to senior management and the board of directors of
the corporation, and make recommendations.

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