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.

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.

Summary: 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.