§ 831a. Membership, operation, and duties of the Board of Directors
(a)
Membership
(b)
Qualifications
To be eligible to be appointed as a member of the Board, an individual—
(2)
shall have management expertise relative to a large for-profit or nonprofit corporate, government, or academic structure;
(c)
Recommendations
In appointing members of the Board, the President shall—
(d)
Terms
(1)
In general
A member of the Board shall serve a term of 5 years. A member of the Board whose term has expired may continue to serve after the member’s term has expired until the date on which a successor takes office, except that the member shall not serve beyond the end of the session of Congress in which the term of the member expires.
(e)
Quorum
(f)
Compensation
(g)
Duties
(1)
In general
The 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;
(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) of this section;
(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;
(h)
Chief executive officer
(1)
Appointment
The Board shall appoint a person to serve as chief executive officer of the Corporation.
(i)
Compensation plan
(1)
In general
The Board shall approve a compensation plan that specifies all compensation (including salary or any other pay, bonuses, benefits, incentives, and any other form of remuneration) for the chief executive officer and employees of the Corporation.
(2)
Annual survey
The compensation plan shall be based on an annual survey of the prevailing compensation for similar positions in private industry, including engineering and electric utility companies, publicly owned electric utilities, and Federal, State, and local governments.
(3)
Considerations
The compensation plan shall provide that education, experience, level of responsibility, geographic differences, and retention and recruitment needs will be taken into account in determining compensation of employees.