text: SECTION 1. SHORT TITLE.
  
      This Act may be cited as the ``Pension Benefit Guaranty Corporation 
  Governance Improvement Act of 2009''.
  
  SEC. 2. 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. 3. 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. 4. 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 Act, 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 Act, 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.
target: Pension Benefit Guaranty Corporation Governance Improvement Act of 2009 - Amends the Employee Retirement Income Security Act of 1974 (ERISA) to revise requirements regarding the composition and duties of members of the board of directors of the Pension Benefit Guaranty Corporation (PBGC).
  
  Requires: (1) the board to meet at least four times a year with a quorum of at least five members; and (2) board minutes be made public.
  
  Requires the advisory committee to the PBGC to meet jointly with the board at least one time each year.
  
  Requires the Director and members of the board of the PBGC to agree in writing to recuse themselves from participation in activities which potentially could be a conflict of interest.
  
  Expresses the sense of Congress that: (1) the board should form committees, including an audit committee and an investment committee, to enhance the PBGC board's overall effectiveness; and (2) the PBGC should establish a risk management position that evaluates and mitigates risk it might experience.
feat_title: A bill to amend the Employee Retirement Income Security Act of 1974 with respect to the composition of the board of directors of the Pension Benefit Guaranty Corporation, and for other purposes.