H. R. 5009—644 
(3) RECUSALS.—Any member of the Board that has a busi-
ness, financial, or familial interest in an organization or commu-
nity seeking support from the Foundation shall recuse himself 
or herself from all deliberations, meetings, and decisions con-
cerning the consideration and decision relating to such support. 
(4) PROJECT INELIGIBILITY.—The Foundation may not pro-
vide support to individuals or entities with business, financial, 
or familial ties to— 
(A) a current member of the Board; or 
(B) a former member of the Board during the 5-year 
period immediately following the last day of the former 
member’s term on the Board. 
SEC. 5104. CORPORATE POWERS AND OBLIGATIONS OF THE FOUNDA-
TION. 
(a) GENERAL AUTHORITY.— 
(1) IN GENERAL.—The Foundation— 
(A) may conduct business in foreign countries; 
(B) shall have its principal offices in the Washington, 
DC, metropolitan area; and 
(C) shall continuously maintain a designated agent 
in Washington, DC, who is authorized to accept notice 
or service of process on behalf of the Foundation. 
(2) NOTICE AND SERVICE OF PROCESS.—The serving of notice 
to, or service of process upon, the agent referred to in paragraph 
(1)(C), or mailed to the business address of such agent, shall 
be deemed as service upon, or notice to, the Foundation. 
(3) AUDITS.—The Foundation shall be subject to the general 
audit authority of the Comptroller General of the United States 
under section 3523 of title 31, United States Code. 
(b) AUTHORITIES.—In addition to powers explicitly authorized 
under this subtitle, the Foundation, in order to carry out the pur-
poses described in section 5102(b), shall have the usual powers 
of a corporation headquartered in Washington, DC, including the 
authority— 
(1) to accept, receive, solicit, hold, administer, and use 
any gift, devise, or bequest, either absolutely or in trust, or 
real or personal property or any income derived from such 
gift or property, or other interest in such gift or property 
located in the United States; 
(2) to acquire by donation, gift, devise, purchase, or 
exchange any real or personal property or interest in such 
property located in the United States; 
(3) unless otherwise required by the instrument of transfer, 
to sell, donate, lease, invest, reinvest, retain, or otherwise dis-
pose of any property or income derived from such property 
located in the United States; 
(4) to complain and defend itself in any court of competent 
jurisdiction (except that the members of the Board shall not 
be personally liable, except for gross negligence); 
(5) to enter into contracts or other arrangements with 
public agencies, private organizations, and persons and to make 
such payments as may be necessary to carry out the purposes 
of such contracts or arrangements; and 
(6) to award grants for eligible projects, in accordance 
with section 5106.
H. R. 5009—645 
(c) LIMITATION OF PUBLIC LIABILITY.—The United States shall 
not be liable for any debts, defaults, acts, or omissions of the 
Foundation. The Federal Government shall be held harmless from 
any damages or awards ordered by a court against the Foundation. 
SEC. 5105. SAFEGUARDS AND ACCOUNTABILITY. 
(a) SAFEGUARDS.—The Foundation shall develop, and incor-
porate into any agreement for support provided by the Foundation, 
appropriate safeguards, policies, and guidelines, consistent with 
United States law and best practices and standards for environ-
mental and social safeguards. 
(b) INDEPENDENT ACCOUNTABILITY MECHANISM.— 
(1) IN GENERAL.—The Secretary, or the Secretary’s des-
ignee, shall establish a transparent and independent account-
ability mechanism, consistent with best practices, which shall 
provide— 
(A) a compliance review function that assesses whether 
Foundation-supported projects adhere to the requirements 
developed pursuant to subsection (a); 
(B) a dispute resolution function for resolving and rem-
edying concerns between complainants and project imple-
menters regarding the impacts of specific Foundation-sup-
ported projects with respect to such standards; and 
(C) an advisory function that reports to the Board 
on projects, policies, and practices. 
(2) DUTIES.—The accountability mechanism shall— 
(A) report annually to the Board and the appropriate 
congressional committees regarding the Foundation’s 
compliance with best practices and standards in accordance 
with paragraph (1)(A) and the nature and resolution of 
any complaint; 
(B)(i) have permanent staff, led by an independent 
accountability official, to conduct compliance reviews and 
dispute resolutions and perform advisory functions; and 
(ii) maintain a roster of experts to serve such roles, 
to the extent needed; and 
(C) hold a public comment period lasting not fewer 
than 60 days regarding the initial design of the account-
ability mechanism. 
(c) INTERNAL ACCOUNTABILITY.—The Foundation shall establish 
an ombudsman position at a senior level of executive staff as 
a confidential, neutral source of information and assistance to any-
one affected by the activities of the Foundation. 
(d) ANNUAL REVIEW.—The Secretary shall, periodically, but 
not less frequent than annually, review assistance provided by 
the Foundation for the purpose of implementing section 5102(b) 
to ensure consistency with the provisions under section 620M of 
Foreign Assistance Act of 1961 (22 U.S.C. 2378d). 
SEC. 5106. PROJECTS AND GRANTS. 
(a) PROJECT FUNDING REQUIREMENTS.— 
(1) IN GENERAL.—The Foundation shall— 
(A) provide grants to support eligible projects described 
in paragraph (3) that advance its mission to enable effective 
management of primarily protected and conserved areas 
and their contiguous buffer zones in eligible countries; 
(B) advance effective landscape or seascape approaches 
to conservation that include buffer zones, wildlife dispersal
H. R. 5009—646 
and corridor areas, and other effective area-based conserva-
tion measures; and 
(C) not purchase, own, or lease land, including con-
servation easements, in eligible countries. 
(2) ELIGIBLE ENTITIES.—Eligible entities shall include— 
(A) not-for-profit organizations with demonstrated 
expertise in protected and conserved area management 
and economic development; 
(B) governments of eligible partner countries, as deter-
mined by subsection (b), with the exception of governments 
and government entities that are prohibited from receiving 
grants from the Foundation pursuant to section 5107; and 
(C) Indigenous and local communities in such eligible 
countries. 
(3) ELIGIBLE
PROJECTS.—Eligible projects shall include 
projects that— 
(A) focus on supporting— 
(i) transparent and effective long-term manage-
ment of primarily protected or conserved areas and 
their contiguous buffer zones in countries described 
in subsection (b), including terrestrial, coastal, and 
marine protected or conserved areas, parks, community 
conservancies, Indigenous reserves, conservation ease-
ments, and biological reserves; and 
(ii) other effective area-based conservation meas-
ures; 
(B) are cost-matched at a ratio of not less than $2 
from sources other than the United States for every $1 
made available under this subtitle; 
(C) are subject to long-term binding memoranda of 
understanding with the governments of eligible countries 
and local communities— 
(i) to ensure that local populations have access, 
resource management responsibilities, and the ability 
to pursue permissible, sustainable economic activity 
on affected lands; and 
(ii) that may be signed by governments in such 
eligible countries to ensure free, prior, and informed 
consent of affected communities; 
(D) incorporate a set of key performance and impact 
indicators; 
(E) demonstrate robust local community engagement, 
with the completion of appropriate environmental and 
social due diligence, including— 
(i) free, prior, and informed consent of Indigenous 
Peoples and relevant local communities; 
(ii) inclusive governance structures; and 
(iii) effective grievance mechanisms; 
(F) create economic opportunities for local commu-
nities, including through— 
(i) equity and profit-sharing; 
(ii) cooperative management of natural resources; 
(iii) employment activities; and 
(iv) other related economic growth activities; 
(G) leverage stable baseline funding for the effective 
management of the primarily protected or conserved area 
project; and
H. R. 5009—647 
(H) to the extent possible— 
(i) are viable and prepared for implementation; 
and 
(ii) demonstrate a plan to strengthen the capacity 
of, and transfer skills to, local institutions to manage 
the primarily protected or conserved area before or 
after grant funding is exhausted. 
(b) ELIGIBLE COUNTRIES.— 
(1) IN GENERAL.—Pursuant to the Plan of Action required 
under section 5102(c), and before awarding any grants or 
entering into any project agreements for any fiscal year, the 
Board shall conduct a review to identify eligible countries in 
which the Foundation may fund projects. Such review shall 
consider countries that— 
(A) are low-income, lower middle-income, or upper- 
middle-income economies (as defined by the International 
Bank for Reconstruction and Development and the Inter-
national Development Association); 
(B) have— 
(i) a high degree of threatened or at-risk biological 
diversity; or 
(ii) species or ecosystems of significant importance, 
including threatened or endangered species or eco-
systems at risk of degradation or destruction; 
(C) have demonstrated a commitment to conservation 
through verifiable actions, such as protecting lands and 
waters through the gazettement of national parks, commu-
nity conservancies, marine reserves and protected areas, 
forest reserves, or other legally recognized forms of place- 
based conservation; and 
(D) are not ineligible to receive United States foreign 
assistance pursuant to any other provision of law, including 
laws identified in section 5107. 
(2) IDENTIFICATION OF ELIGIBLE COUNTRIES.—Not later than 
5 days after the date on which the Board determines which 
countries are eligible to receive assistance under this title for 
a fiscal year, the Executive Director shall— 
(A) submit a report to the appropriate congressional 
committees that includes— 
(i) a list of all such eligible countries, as deter-
mined through the review process described in para-
graph (1); and 
(ii) a detailed justification for each such eligibility 
determination, including— 
(I) an analysis of why the eligible country 
would be suitable for partnership; 
(II) an evaluation of the eligible partner coun-
try’s interest in and ability to participate meaning-
fully in proposed Foundation activities, including 
an evaluation of such eligible country’s prospects 
to substantially benefit from Foundation assist-
ance; 
(III) an estimation of each such eligible 
partner country’s commitment to conservation; and 
(IV) an assessment of the capacity and willing-
ness of the eligible country to enact or implement 
reforms that might be necessary to maximize the