§ 9613. Management of Corporation

§ 9613. Management of Corporation

(a) Structure of Corporation There shall be in the Corporation a Board of Directors (in this chapter referred to as the “Board”), a Chief Executive Officer, a Deputy Chief Executive Officer, a Chief Risk Officer, a Chief Development Officer, a Chief Strategic Officer, and such other officers as the Board may determine.

(b) Board of Directors

(1) Duties All powers of the Corporation shall vest in and be exercised by or under the authority of the Board. The Board—

(A) shall perform the functions specified to be carried out by the Board in this chapter;

(B) may prescribe, amend, and repeal bylaws, rules, regulations, policies, and procedures governing the manner in which the business of the Corporation may be conducted and in which the powers granted to the Corporation by law may be exercised; and

(C) shall develop, in consultation with stakeholders, other interested parties, and the appropriate congressional committees, a publicly available policy with respect to consultations, hearings, and other forms of engagement in order to provide for meaningful public participation in the Board’s activities.

(2) Membership of Board

(A) In general The Board shall consist of—

(i) the Chief Executive Officer of the Corporation;

(ii) the officers specified in subparagraph (B); and

(iii) four other individuals who shall be appointed by the President, by and with the advice and consent of the Senate, of which—

(I) one individual should be appointed from among a list of at least 3 individuals submitted by the majority leader of the Senate after consultation with the chairman of the Committee on Foreign Relations of the Senate;

(II) one individual should be appointed from among a list of at least 3 individuals submitted by the minority leader of the Senate after consultation with the ranking member of the Committee on Foreign Relations of the Senate;

(III) one individual should be appointed from among a list of at least 3 individuals submitted by the Speaker of the House of Representatives after consultation with the chairman of the Committee on Foreign Affairs of the House of Representatives; and

(IV) one individual should be appointed from among a list of at least 3 individuals submitted by the minority leader of the House of Representatives after consultation with the ranking member of the Committee on Foreign Affairs of the House of Representatives.

(B) Officers specified

(i) In general The officers specified in this subparagraph are the following:

(I) The Secretary of State or a designee of the Secretary.

(II) The Administrator of the United States Agency for International Development or a designee of the Administrator.

(III) The Secretary of the Treasury or a designee of the Secretary.

(IV) The Secretary of Commerce or a designee of the Secretary.

(ii) Requirements for designees A designee under clause (i) shall be selected from among officers—

(I) appointed by the President, by and with the advice and consent of the Senate;

(II) whose duties relate to the programs of the Corporation; and

(III) who is designated by and serving at the pleasure of the President.

(C) Requirements for nongovernment members A member of the Board described in subparagraph (A)(iii)—

(i) may not be an officer or employee of the United States Government;

(ii) shall have relevant experience, which may include experience relating to the private sector, the environment, labor organizations, or international development, to carry out the purpose of the Corporation;

(iii) shall be appointed for a term of 3 years and may be reappointed for one additional term;

(iv) shall serve until the member’s successor is appointed and confirmed;

(v) shall be compensated at a rate equivalent to that of level IV of the Executive Schedule under section 5315 of title 5 when engaged in the business of the Corporation; and

(vi) may be paid per diem in lieu of subsistence at the applicable rate under the Federal Travel Regulation under subtitle F of title 41, Code of Federal Regulations, from time to time, while away from the home or usual place of business of the member.

(3) Chairperson The Secretary of State, or the designee of the Secretary under paragraph (2)(B)(i)(I), shall serve as the Chairperson of the Board.

(4) Vice chairperson The Administrator of the United States Agency for International Development, or the designee of the Administrator under paragraph (2)(B)(i)(II), shall serve as the Vice Chairperson of the Board.

(5) Quorum Five members of the Board shall constitute a quorum for the transaction of business by the Board.

(6) Sunshine act compliance Meetings of the Board are subject to section 552b of title 5 (commonly referred to as the “Government in the Sunshine Act”).

(c) Public hearings The Board shall—

(1) hold at least 2 public hearings each year in order to afford an opportunity for any person to present views with respect to whether—

(A) the Corporation is carrying out its activities in accordance with this chapter; and

(B) any support provided by the Corporation under subchapter II of this chapter in any country should be suspended, expanded, or extended;

(2) as necessary and appropriate, provide responses to the issues and questions discussed during each such hearing following the conclusion of the hearing;

(3) post the minutes from each such hearing on a website of the Corporation and, consistent with applicable laws related to privacy and the protection of proprietary business information, the responses to issues and questions discussed in the hearing; and

(4) implement appropriate procedures to ensure the protection from unlawful disclosure of the proprietary information submitted by private sector applicants marked as business confidential information unless—

(A) the party submitting the confidential business information waives such protection or consents to the release of the information; or

(B) to the extent some form of such protected information may be included in official documents of the Corporation, a nonconfidential form of the information may be provided, in which the business confidential information is summarized or deleted in a manner that provides appropriate protections for the owner of the information.

(d) Chief Executive Officer

(1) Appointment There shall be in the Corporation a Chief Executive Officer, who shall be appointed by the President, by and with the advice and consent of the Senate, and who shall serve at the pleasure of the President.

(2) Authorities and duties The Chief Executive Officer shall be responsible for the management of the Corporation and shall exercise the powers and discharge the duties of the Corporation subject to the bylaws, rules, regulations, and procedures established by the Board.

(3) Relationship to board The Chief Executive Officer shall—

(A) report to and be under the direct authority of the Board; and

(B) take input from the Board when assessing the performance of the Chief Risk Officer, established pursuant to subsection (f), the Chief Development Officer, established pursuant to subsection (g), and the Chief Strategic Officer, established pursuant to subsection (h).

(4) Omitted

(e) Deputy Chief Executive Officer There shall be in the Corporation a Deputy Chief Executive Officer, who shall be appointed by the President, by and with the advice and consent of the Senate, and who shall serve at the pleasure of the President.

(f) Chief Risk Officer

(1) Appointment Subject to the approval of the Board, the Chief Executive Officer of the Corporation shall appoint a Chief Risk Officer, from among individuals with experience at a senior level in financial risk management, who shall be removable only by a majority vote of the Board.

(2) Duties and responsibilities The Chief Risk Officer shall—

(A) report directly to the Chief Executive Officer;

(B) support the risk committee of the Board established under section 9651 of this title in carrying out its responsibilities as set forth in subsection (b) of that section, including by—

(i) developing, implementing, and managing a comprehensive framework and process for identifying, assessing, and monitoring risk;

(ii) developing a transparent risk management framework designed to evaluate risks to the Corporation’s overall portfolio, giving due consideration to the policy imperatives of ensuring investment and regional diversification of the Corporation’s overall portfolio;

(iii) assessing the Corporation’s overall risk tolerance, including recommendations for managing and improving the Corporation’s risk tolerance and regularly advising the Board on recommended steps the Corporation may take to responsibly increase risk tolerance; and

(iv) regularly collaborating with the Chief Development Officer and the Chief Strategic Officer to ensure the Corporation’s overall portfolio is appropriately balancing risk tolerance with development and strategic impact.

(g) Chief Development Officer

(1) Appointment The Chief Executive Officer, with the concurrence of the Administrator of the United States Agency for International Development, shall appoint a Chief Development Officer, from among individuals with experience in international development and development finance, who—

(A) shall report directly to the Chief Executive Officer; and

(B) shall be removable only by a majority vote of the Board.

(2) Duties and responsibilities The Chief Development Officer shall—

(A) advise the Chief Executive Officer and the Deputy Chief Executive Officer on international development policy matters;

(B) in addition to the Chief Executive Officer and the Deputy Chief Executive Officer, represent the Corporation in interagency meetings and processes relating to international development;

(C) be an ex officio member of the Development Finance Advisory Council established under subsection (i) and participate in or send a representative to each meeting of the Council;

(D) work with other relevant Federal departments and agencies to—

(i) identify projects that advance United States international development interests; and

(ii) explore investment opportunities that bring evidence-based, cost-effective development innovations to scale in a manner that can be sustained by markets;

(E) support—

(i) coordination of the Corporation’s development policies and implementation efforts with the United States Agency for International Development, the Millennium Challenge Corporation, and other relevant Federal departments and agencies, including by directly liaising with the relevant members of United States country teams serving overseas, to ensure that such Federal departments, agencies, and country teams have the training and awareness necessary to fully leverage the Corporation’s development tools overseas;

(ii) management of employees of the Corporation that are dedicated to structuring, monitoring, and evaluating transactions and projects codesigned with other relevant Federal departments and agencies for development impact;

(iii) coordination of funds or other resources transferred to and from such Federal departments, agencies, or overseas country teams, upon concurrence of those institutions, in support of the Corporation’s international development projects or activities;

(iv) management of the responsibilities of the Corporation under paragraphs (1) and (4) of section 9652(b) of this title and paragraphs (1)(A) and (3)(A) of section 9653(b) of this title;

(v) coordination and implementation of the activities of the Corporation under section 9655 of this title; and

(vi) implementation of the Corporation’s development impact strategy and work to ensure development impact at the transaction level and portfolio-wide;

(F) foster and maintain relationships both within and external to the Corporation that enhance the capacity of the Corporation to achieve its mission to advance United States international development policy and interests; and

(G) coordinate within the Corporation to ensure United States international development policy and interests are considered together with the Corporation’s foreign policy and national security goals.

(h) Chief Strategic Officer

(1) Appointment The Chief Executive Officer shall appoint a Chief Strategic Officer, from among individuals with experience in United States national security matters and foreign investment, who—

(A) shall report directly to the Chief Executive Officer; and

(B) shall be removable only by a majority vote of the Board.

(2) Duties and responsibilities The Chief Strategic Officer shall—

(A) advise the Chief Executive Officer and the Deputy Chief Executive Officer on national security and foreign policy matters;

(B) in addition to the Chief Executive Officer and the Deputy Chief Executive Officer, represent the Corporation in interagency meetings and processes relating to United States national security and foreign policy;

(C) be an ex officio member of the Development Finance Advisory Council established under subsection (i) and participate in or send a representative to each meeting of the Council;

(D) work with other relevant Federal departments and agencies to identify projects that advance United States national security and foreign policy priorities, including by complementing United States domestic investments in critical and emerging technologies;

(E) support—

(i) coordination of efforts to develop the Corporation’s strategic investment initiatives—

(I) to counter predatory state-directed investment and coercive economic practices of adversaries of the United States;

(II) to preserve the sovereignty of partner countries; and

(III) to advance economic growth and national security through the highest standards of transparency, accessibility, and competition;

(ii) the establishment of performance measurement frameworks and reporting on development outcomes of strategic investments, consistent with sections 9652 and 9653 of this title; and

(iii) management of employees of the Corporation that are dedicated to ensuring that the Corporation’s activities advance United States national security and foreign policy interests, including through—

(I) long-term strategic planning;

(II) issue and crisis management;

(III) the advancement of strategic initiatives; and

(IV) strategic planning on how the Corporation’s foreign investments may complement United States domestic production of critical and emerging technologies;

(F) foster and maintain relationships both within and external to the Corporation that enhance the capacity of the Corporation to achieve its mission to advance United States national security and foreign policy interests; and

(G) collaborate with the Chief Development Officer to ensure United States national security interests are considered together with the Corporation’s development policy goals.

(i) Officers and employees

(1) In general Except as otherwise provided in this section, officers, employees, and agents shall be selected and appointed by, or under the authority of, the Chief Executive Officer, and shall be vested with such powers and duties as the Chief Executive Officer may determine.

(2) Administratively determined employees

(A) Appointment; compensation; removal Of officers and employees employed by the Corporation under paragraph (1), not more than 100 may be appointed, compensated, or removed without regard to title 5, and such positions—

(i) shall be reserved for individuals meeting the expert qualifications established by the Corporation’s qualification review board; and

(ii) should be prioritized for the development of the Corporation’s next generation of talent, particularly for the recruitment of early career financial or legal sector equivalent positions..11 So in original. Second period probably should not appear.

(B) Reinstatement Under such regulations as the President may prescribe, officers and employees appointed to a position under subparagraph (A) may be entitled, upon removal from such position (unless the removal was for cause), to reinstatement to the position occupied at the time of appointment or to a position of comparable grade and salary.

(C) Additional positions Positions authorized by subparagraph (A) shall be in addition to those otherwise authorized by law, including positions authorized under section 5108 of title 5.

(D) Rates of pay for officers and employees The Corporation may set and adjust rates of basic pay for officers and employees appointed under subparagraph (A) without regard to the provisions of chapter 51 or subchapter III of chapter 53 of title 5, relating to classification of positions and General Schedule pay rates, respectively, provided that no such officer or employee may be compensated at a rate exceeding level II of the Executive Schedule.

(3) Liability of employees

(A) In general An individual who is a member of the Board or an officer or employee of the Corporation has no liability under this chapter with respect to any claim arising out of or resulting from any act or omission by the individual within the scope of the employment of the individual in connection with any transaction by the Corporation.

(B) Rule of construction Subparagraph (A) shall not be construed to limit personal liability of an individual for criminal acts or omissions, willful or malicious misconduct, acts or omissions for private gain, or any other acts or omissions outside the scope of the individual’s employment.

(C) Conflicts of interest The Corporation shall establish and publish procedures for avoiding conflicts of interest on the part of officers and employees of the Corporation and members of the Development Advisory Council established under subsection (j).

(D) Savings provision This paragraph shall not be construed—

(i) to affect—

(I) any other immunities and protections that may be available to an individual described in subparagraph (A) under applicable law with respect to a transaction described in that subparagraph; or

(II) any other right or remedy against the Corporation, against the United States under applicable law, or against any person other than an individual described in subparagraph (A) participating in such a transaction; or

(ii) to limit or alter in any way the immunities that are available under applicable law for Federal officers and employees not described in this paragraph.

(j) Development Advisory Council

(1) In general There is established a Development Finance Advisory Council (in this subsection referred to as the “Council”) that shall advise the Board and the Congressional Strategic Advisory Group established by subsection (k) on the development priorities and objectives of the Corporation.