16 USC 831 - Membership, operation, and duties of the Board of Directors

View all text of Chapter 12 A [§ 831 - § 831ee]

§ 831a. Membership, operation, and duties of the Board of Directors

(a) Membership

(1) Appointment

(2) Chairman

(b) QualificationsTo be eligible to be appointed as a member of the Board, an individual—

(1) shall be a citizen of the United States;

(2) shall have management expertise relative to a large for-profit or nonprofit corporate, government, or academic structure;

(3) shall not be an employee of the Corporation;

(4) shall make full disclosure to Congress of any investment or other financial interest that the individual holds in the energy industry; and

(5) shall affirm support for the objectives and missions of the Corporation, including being a national leader in technological innovation, low-cost power, and environmental stewardship.

(1) consider recommendations from such public officials as—

(A) the Governors of States in the service area;

(B) individual citizens;

(D) the congressional delegations of the States in the service area; and

(2) seek qualified members from among persons who reflect the diversity, including the geographical diversity, and needs of the service area of the Corporation.

(d) Terms

(1) In general

(2) Vacancies

(e) Quorum

(1) In general

(2) Vacancies

(f) Compensation

(1) In generalA member of the Board shall be entitled to receive—

(A) a stipend of—

(i) $45,000 per year; or

(ii)(I) in the case of the chairman of any committee of the Board created by the Board, $46,000 per year; or(II) in the case of the chairman of the Board, $50,000 per year; and

(B) travel expenses, including per diem in lieu of subsistence, in the same manner as persons employed intermittently in Government service under section 5703 of title 5.

(2) Adjustments in stipends

(g) Duties

(1) In generalThe Board shall—

(A) establish the broad goals, objectives, and policies of the Corporation that are appropriate to carry out this chapter;

(B) develop long-range plans to guide the Corporation in achieving the goals, objectives, and policies of the Corporation and provide assistance to the chief executive officer to achieve those goals, objectives, and policies;

(D) approve an annual budget for the Corporation;

(E) adopt and submit to Congress a conflict-of-interest policy applicable to members of the Board and employees of the Corporation;

(F) establish a compensation plan for employees of the Corporation in accordance with subsection (i);

(G) approve all compensation (including salary or any other pay, bonuses, benefits, incentives, and any other form of remuneration) of all managers and technical personnel that report directly to the chief executive officer (including any adjustment to compensation);

(H) ensure that all activities of the Corporation are carried out in compliance with applicable law;

(I) create an audit committee, composed solely of Board members independent of the management of the Corporation, which shall—

(i) in consultation with the inspector general of the Corporation, recommend to the Board an external auditor;

(ii) receive and review reports from the external auditor of the Corporation and inspector general of the Corporation; and

(iii) make such recommendations to the Board as the audit committee considers necessary;

(J) create such other committees of Board members as the Board considers to be appropriate;

(K) conduct such public hearings as it deems appropriate on issues that could have a substantial effect on—

(i) the electric ratepayers in the service area; or

(ii) the economic, environmental, social, or physical well-being of the people of the service area;

(L) establish the electricity rates charged by the Corporation; and

(M) engage the services of an external auditor for the Corporation.

(2) Meetings

(h) Chief executive officer

(1) Appointment

(2) Qualifications

(A) In generalTo serve as chief executive officer of the Corporation, a person—

(i) shall have senior executive-level management experience in large, complex organizations;

(ii) shall not be a current member of the Board or have served as a member of the Board within 2 years before being appointed chief executive officer; and

(iii) shall comply with the conflict-of-interest policy adopted by the Board.

(B) Expertise

(3) Tenure

(i) Compensation plan

(1) In general

(2) Annual survey

(3) Considerations

(4) Positions at or below level IV

(5) Positions above level IV

(May 18, 1933, ch. 32, § 2, as added Pub. L. 108–447, div. C, title VI, § 601, Dec. 8, 2004, 118 Stat. 2963; amended Pub. L. 110–161, div. C, title IV, § 401, Dec. 26, 2007, 121 Stat. 1971.)