TASK DEFINITION: In this task, you are given text for US Congressional and California state bills, your task is to generate a summary for this bill.
PROBLEM: SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Next Generation Internet Research 
Act of 1998''.

SEC. 2. DEFINITIONS.

    (a) Terms Used in This Act.--For purposes of this Act--
            (1) Internet.--The term ``Internet'' has the meaning given 
        such term by section 230(e)(1) of the Communications Act of 
        1934 (47 U.S.C. 230(e)(1)).
            (2) Geographic penalty.--The term ``geographic penalty'' 
        means the imposition of costs on users of the Internet in rural 
        or other locations attributable to the distance of the user 
        from network facilities, the low population density of the area 
        in which the user is located, or other factors, that are 
        disproportionately greater than the costs imposed on users in 
        locations closer to such facilities or on users in locations 
        with significantly greater population density.
    (b) Definition of Network in High-Performance Computing Act of 
1991.--Paragraph (4) of section 4 of the High-Performance Computing Act 
of 1991 (15 U.S.C. 5503) is amended by striking ``network referred to 
as the National Research and Education Network established under 
section 102; and'' and inserting ``network, including advanced computer 
networks of Federal agencies and departments; and''.

SEC. 3. FINDINGS.

    (a) In General.--The Congress finds that--
            (1) United States leadership in science and technology has 
        been vital to the Nation's prosperity, national and economic 
        security, and international competitiveness, and there is every 
        reason to believe that maintaining this tradition will lead to 
        long-term continuation of United States strategic advantages in 
        information technology;
            (2) the United States' investment in science and technology 
        has yielded a scientific and engineering enterprise without 
        peer, and that Federal investment in research is critical to 
        the maintenance of United States leadership;
            (3) previous Federal investment in computer networking 
        technology and related fields has resulted in the creation of 
        new industries and new jobs in the United States;
            (4) the Internet is playing an increasingly important role 
        in keeping citizens informed of the actions of their 
        government; and
            (5) continued inter-agency cooperation is necessary to 
        avoid wasteful duplication in Federal networking research and 
        development programs.
    (b) Additional Findings for the 1991 Act.--Section 2 of the High-
Performance Computing Act of 1991 (15 U.S.C. 5501) is amended by--
            (1) striking paragraph (4) and inserting the following:
            ``(4) A high-capacity, flexible, high-speed national 
        research and education computer network is needed to provide 
        researchers and educators with access to computational and 
        information resources, act as a test bed for further research 
        and development for high-capacity and high-speed computer 
        networks, and provide researchers the necessary vehicle for 
        continued network technology improvement through research.''; 
        and
            (2) adding at the end thereof the following:
            ``(7) Additional research must be undertaken to lay the 
        foundation for the development of new applications that can 
        result in economic growth, improved health care, and improved 
        educational opportunities.
            ``(8) Research in new networking technologies holds the 
        promise of easing the economic burdens of information access 
        disproportionately borne by rural users of the Internet.
            ``(9) Information security is an important part of 
        computing, information, and communications systems and 
        applications, and research into security architectures is a 
        critical aspect of computing, information, and communications 
        research programs.''.

SEC. 4. PURPOSES.

    (a) In General.--The purposes of this Act are--
            (1) to serve as the first authorization in a series of 
        computing, information, and communication technology 
        initiatives outlines in the High-Performance Computing Act of 
        1991 (15 U.S.C. 5501 et seq.) that will include research 
        programs related to--
                    (A) high-end computing and computation;
                    (B) human-centered systems;
                    (C) high confidence systems; and
                    (D) education, training, and human resources; and
            (2) to provide for the development and coordination of a 
        comprehensive and integrated United States research program 
        which will--
                    (A) focus on the research and development of a 
                coordinated set of technologies that seeks to create a 
                network infrastructure that can support greater speed, 
                robustness, and flexibility than is currently available 
                and promote connectivity and interoperability among 
                advanced computer networks of Federal agencies and 
                departments;
                    (B) focus on research in technology that may result 
                in high-speed data access for users that is both 
                economically viable and does not impose a geographic 
                penalty; and
                    (C) encourage researchers to pursue approaches to 
                networking technology that lead to maximally flexible 
                and extensible solutions wherever feasible.
    (b) Modification of Purposes of the 1991 Act.--Section 3 of the 
High-Performance Computing Act of 1991 (15 U.S.C. 5502) is amended by--
            (1) striking the section caption and inserting the 
        following:

``SEC. 3. PURPOSES.'';

            (2) striking ``purpose of this Act is'' and inserting 
        ``purposes of this Act are'';
            (3) striking ``universities; and'' in paragraph (1)(I) and 
        inserting ``universities;'';
            (4) striking ``efforts.'' in paragraph (2) and inserting 
        ``network research and development programs;''; and
            (5) adding at the end thereof the following:
            ``(3) promoting the further development of an information 
        infrastructure of information stores, services, access 
        mechanisms, and research facilities available for use through 
        the Internet;
            ``(4) promoting the more rapid development and wider 
        distribution of networking management and development tools; 
        and
            ``(5) promoting the rapid adoption of open network 
        standards.''.

SEC. 5. DUTIES OF ADVISORY COMMITTEE.

    Title I of the High-Performance Computing Act of 1991 (15 U.S.C 
5511 et seq.) is amended by adding at the end thereof the following:

``SEC. 103. ADVISORY COMMITTEE.

    ``(a) In General.--In addition to its functions under Executive 
Order 13035 (62 F.R. 7231), the Advisory Committee on High-Performance 
Computing and Communications, Information Technology, and the Next 
Generation Internet, established by Executive Order No. 13035 of 
February 11, 1997 (62 F.R. 7231) shall--
            ``(1) assess the extent to which the Next Generation 
        Internet program--
                    ``(A) carries out the purposes of this Act;
                    ``(B) addresses concerns relating to, among other 
                matters--
                            ``(i) geographic penalties (as defined in 
                        section 2(2) of the Next Generation Internet 
                        Research Act of 1998); and
                            ``(ii) technology transfer to and from the 
                        private sector; and
            ``(2) assess the extent to which--
                    ``(A) the role of each Federal agency and 
                department involved in implementing the Next Generation 
                Internet program is clear, complementary to and non-
                duplicative of the roles of other participating 
                agencies and departments; and
                    ``(B) each such agency and department concurs with 
                the rule of each other participating agency or 
                department.
    ``(b) Reports.--The Advisory Committee shall assess implementation 
of the Next Generation Internet initiative and report, not less 
frequently than annually, to the President, the United States Senate 
Committee on Commerce, Science, and Transportation, and the United 
States House of Representatives Committee on Science on its findings 
for the preceding fiscal year. The first such report shall be submitted 
6 months after the date of enactment of the Next Generation Internet 
Research Act of 1998 the last report shall be submitted by September 
30, 2000.''.

SEC. 6. AUTHORIZATION OF APPROPRIATIONS.

    Title I of the High-Performance Computing Act of 1991 (15 U.S.C 
5511 et seq.), as amended by section 5 of this Act, is amended by 
adding at the end thereof the following:

``SEC. 104. AUTHORIZATION OF APPROPRIATIONS.

    ``There are authorized to be appropriated for the purpose of 
carrying out the Next Generation Internet program the following 
amounts:


------------------------------------------------------------------------
                  ``Agency                     FY 1999        FY 2000
------------------------------------------------------------------------
``Department of Defense....................  $40,000,000     $42,500,000
``Department of Energy.....................  $20,000,000     $25,000,000
``National Science Foundation..............  $25,000,000     $25,000,000
``National Institutes of Health............   $5,000,000      $7,500,000
``National Aeronautics and Space
 Administration............................  $10,000,000     $10,000,000
``National Institute of Standards and
 Technology................................   $5,000,000     $7,500,000.
------------------------------------------------------------------------

The amount authorized for the Department of Defense for fiscal year 
1999 under this section shall be the amount authorized pursuant to the 
National Defense Authorization Act for Fiscal Year 1999.''.

SEC. 7. STUDY OF EFFECTS ON TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS 
              OF ADDING GENERIC TOP-LEVEL DOMAINS.

    (a) Study by National Research Council.--Not later than 60 days 
after the date of enactment of this Act, the Secretary of Commerce 
shall request the National Research Council of the National Academy of 
Sciences to conduct a comprehensive study, taking into account the 
diverse needs of domestic and international Internet users, of the 
short-term and long-term effects on trademark and intellectual property 
rights holders of adding new generic top-level domains and related 
dispute resolution procedures.
    (b) Matters To Be Assessed In Study.--The study shall assess and, 
as appropriate, make recommendations for policy, practice, or 
legislative changes relating to--
            (1) the short-term and long-term effects on the protection 
        of trademark and intellectual property rights and consumer 
        interests of increasing or decreasing the number of generic 
        top-level domains;
            (2) trademark and intellectual property rights clearance 
        processes for domain names, including--
                    (A) whether domain name databases should be readily 
                searchable through a common interface to facilitate the 
                clearing of trademarks and intellectual property rights 
                and proposed domain names across a range of generic 
                top-level domains;
                    (B) the identification of what information from 
                domain name databases should be accessible for the 
                clearing of trademarks and intellectual property 
                rights; and
                    (C) whether generic top-level domain registrants 
                should be required to provide certain information;
            (3) domain name trademark and intellectual property rights 
        dispute resolution mechanisms, including how to--
                    (A) reduce trademark and intellectual property 
                rights conflicts associated with the addition of any 
                new generic top-level domains; and
                    (B) reduce trademark and intellectual property 
                rights conflicts through new technical approaches to 
                Internet addressing;
            (4) choice of law or jurisdiction for resolution of 
        trademark and intellectual property rights disputes relating to 
        domain names, including which jurisdictions should be available 
        for trademark and intellectual property rights owners to file 
        suit to protect such trademarks and intellectual property 
        rights;
            (5) trademark and intellectual property rights infringement 
        liability for registrars, registries, or technical management 
        bodies; and
            (6) short-term and long-term technical and policy options 
        for Internet addressing schemes and the impact of such options 
        on current trademark and intellectual property rights issues.
    (c) Cooperation With Study.--
            (1) Interagency cooperation.--The Secretary of Commerce 
        shall--
                    (A) direct the Patent and Trademark Office, the 
                National Telecommunications and Information 
                Administration, and other Department of Commerce 
                entities to cooperate fully with the National Research 
                Council in its activities in carrying out the study 
                under this section; and
                    (B) request all other appropriate Federal 
                departments, Federal agencies, Government contractors, 
                and similar entities to provide similar cooperation to 
                the National Research Council.
            (2) Private corporation cooperation.--The Secretary of 
        Commerce shall request that any private, not-for-profit 
        corporation established to manage the Internet root server 
        system and the top-level domain names provide similar 
        cooperation to the National Research Council.
    (d) Report.--
            (1) In general.--Not later than 12 months after the date of 
        enactment of this Act, the National Research Council shall 
        complete the study under this section and submit a report on 
        the study to the Secretary of Commerce. The report shall set 
        forth the findings, conclusions, and recommendations of the 
        Council concerning the effects of adding new generic top-level 
        domains and related dispute resolution procedures on trademark 
        and intellectual property rights holders.
            (2) Submission to congressional committees.--Not later than 
        30 days after the date on which the report is submitted to the 
        Secretary of Commerce, the Secretary shall submit the report to 
        the Committees on Commerce and the Committees on the Judiciary 
        of the Senate and House of Representatives.
    (e) Authorization of Appropriations.--There is authorized to be 
appropriated $800,000 for the study conducted under this Act.

            Passed the Senate June 26, 1998.

            Attest:

                                                    GARY SISCO,

                                                             Secretary.

SOLUTION: Next Generation Internet Research Act of 1998 - Declares the purposes of this Act to be to:  (1) serve as the first authorization in a series of computing, information, and communication technology initiatives outlined in the High-Performance Computing Act of 1991 (HPCA); and (2) provide for the development and coordination of a comprehensive and integrated U.S. research program on computer network infrastructure, high-speed data access, and networking technology. Directs the Advisory Committee on High-Performance Computing and Communications, Information Technology, and the Next Generation Internet (created under the HPCA) to assess the extent to which:  (1) the Next Generation Internet program (program) carries out the purposes of this Act and addresses concerns relating to geographic penalties (costs imposed on Internet users in rural or small population areas that are greater than those imposed on users in large population areas or areas closer to network facilities) and technology transfer to and from the private sector; and (2) the role of each Federal department and agency involved in implementing the program is clear, complementary, and non-duplicative, as well as the extent to which each such department and agency concurs with the role of each other participating department or agency. 
Requires the Advisory Committee to assess program implementation and report at least annually to the President and specified congressional committees. 
Authorizes appropriations for FY 1999 and 2000 for the program. Requires the amount authorized for the Department of Defense for FY 1999 to be the amount authorized pursuant to the National Defense Authorization Act for FY 1999. 
Directs the Secretary of Commerce to request the National Research Council of the National Academy of Sciences to conduct a comprehensive study, taking into account the diverse needs of domestic and international Internet users, of the short-term and long-term effects on trademark and intellectual property rights holders of adding new generic top-level domains and related dispute resolution procedures. Sets forth reporting requirements for the Council and the Secretary. Authorizes appropriations.

PROBLEM: SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Shareholder Empowerment Act of 
2009''.

SEC. 2. MAJORITY VOTING FOR DIRECTORS.

    The Securities Exchange Act of 1934 is amended by adding after 
section 16 the following new section:

``SEC. 16A. ELECTION OF DIRECTORS.

    ``(a) Standards Relating to Election of Directors.--
            ``(1) Commission rules.--Not later than 270 days after the 
        date of enactment of this section, the Commission shall, by 
        rule, direct the national securities exchanges and national 
        securities associations to prohibit the listing of any security 
        of an issuer that is not in compliance with the requirements of 
        any portion of paragraph (2). Such rules shall provide for 
        appropriate procedures for an issuer to have an opportunity to 
        cure any defects that would be the basis for such a prohibition 
        before the imposition of such prohibition.
            ``(2) Standards for election of directors.--
                    ``(A) Majority voting.--Each issuer shall, to the 
                extent permitted under State law, provide in its 
                governing documents that--
                            ``(i) directors in uncontested elections 
                        shall be elected by a majority of the votes 
                        cast as to each nominee; and
                            ``(ii) in contested elections where the 
                        number of nominees exceeds the number of 
                        directors to be elected, directors shall be 
                        elected by the vote of a plurality of the 
                        shares represented at any meeting and entitled 
                        to vote on the election of directors.
                    ``(B) Resignation policy.--Each issuer shall also, 
                to the extent permitted under State law, adopt 
                procedures under which any director who is not elected 
                to a new term shall offer to tender his or her 
                resignation to the board of directors. The board of 
                directors, with the advice of a committee of the board 
                if such a committee has been established for that 
                purpose, shall determine what action should be taken as 
                to that resignation and shall publicly disclose its 
                decision and the rationale for that decision within a 
                reasonable period after certification of the election 
                results.
    ``(b) Shareholder Access to the Proxy in Director Elections.--
            ``(1) Rule.--Not later than 270 days after the date of 
        enactment of this section, the Commission shall, by rule, 
        require that in proxy statements and proxies, authorizations or 
        consents prepared by an issuer pursuant to section 14, the 
        issuer shall identify and provide security holders with an 
        opportunity to vote on candidates for the board of directors 
        who have been nominated by holders in the aggregate at least 1 
        percent of the issuer's voting securities for at least 2 years 
        prior to a record date established by the issuer for a meeting 
        of security holders.
            ``(2) Application.--This rule shall specify the information 
        to be provided to an issuer by security holders who nominate 
        candidates for inclusion in an issuer's proxy materials under 
        this section and shall require the issuer to disclose 
        information about such candidates in the issuer's proxy 
        materials to the same extent that information must be disclosed 
        about candidates nominated by the issuer. This rule shall apply 
        only when eligible security holders have nominated fewer than a 
        majority of the number of directors then authorized to serve on 
        the board of directors, and the rule shall specify procedures 
        to be followed if different security holders nominate 
        candidates sufficient to constitute a majority of the board of 
        directors.
            ``(3) Effective date.--The rule shall apply to proxy voting 
        for meetings of security holders held on or after January 1, 
        2010, except to the extent that a meeting was originally 
        scheduled to be held in 2009, but was adjourned to 2010.
    ``(c) Broker Discretionary Voting in Uncontested Director 
Elections.--Not later than 270 days after the date of enactment of this 
section, the Commission shall by, rule, require that a broker shall not 
be allowed to vote securities on an uncontested election to the board 
of directors of an issuer to the extent that the beneficial owner of 
those securities has not provided specific instructions to the broker. 
The rule shall apply to proxy voting for meetings of security holders 
held on or after January 1, 2010, except to the extent that a meeting 
was originally scheduled to be held in 2009, but was adjourned to 2010.
    ``(d) Independent Chairman of the Board of Directors.--
            ``(1) Commission rules.--Not later than 270 days after the 
        date of enactment of this section, the Commission shall, by 
        rule, direct the national securities exchanges and national 
        securities associations to prohibit the listing of any security 
        of an issuer that is not in compliance with the requirements of 
        any portion of paragraph (2). Such rules shall provide for 
        appropriate procedures for an issuer to have an opportunity to 
        cure any defects that would be the basis for such a prohibition 
        before the imposition of such prohibition.
            ``(2) Independent chairman of the board of directors.--Each 
        issuer shall provide in its governing documents or a public 
        statement of corporate policy that, to the extent possible and 
        consistent with the issuer's status as a publicly traded 
        company, the chairman of the board of directors shall be an 
        independent director who has not previously served as an 
        executive officer of the issuer. Such rule shall be implemented 
        with due regard for contracts in existence on the date of 
        enactment of this section. For purposes of this subsection, an 
        `independent director' shall be one who during the preceding 5 
        years has not been--
                    ``(A) employed by the issuer in an executive 
                capacity;
                    ``(B) an employee, director or owner greater than 
                20 percent of the beneficial shares of a firm that is a 
                paid adviser or consultant to the issuer;
                    ``(C) employed by a significant customer or 
                supplier of the issuer;
                    ``(D) a party to a personal services contract with 
                the issuer, as well as with the issuer's Chair, chief 
                executive officer, or other senior executive officer;
                    ``(E) an employee, officer or director of a 
                foundation, university or other non-profit organization 
                that receives the greater of $100,000 or 1 percent of 
                total annual donations from the issuer;
                    ``(F) a relative of an executive of the issuer;
                    ``(G) part of an interlocking directorate in which 
                the issuer's chief executive officer or another 
                executive serves on the board of another issuer 
                employing that director; and
                    ``(H) engaged in any other relationship with the 
                issuer or senior executives that the Commission 
                determines would not render that director an 
                independent director.''.

SEC. 3. EXECUTIVE COMPENSATION REQUIREMENTS.

    The Securities Exchange Act of 1934 is further amended by adding 
after the section 16A, as added by section 2, the following new section

``SEC. 16B. EXECUTIVE COMPENSATION REQUIREMENTS.

    ``(a) Shareholder Approval of Executive Compensation.--
            ``(1) Annual shareholder vote on executive compensation.--
        Any proxy or consent or authorization for an annual or other 
        meeting of an issuer shall permit a separate vote by 
        shareholders to approve the compensation of senior executive 
        officers, as disclosed pursuant to the compensation disclosure 
        rules of the Commission (which disclosure shall include the 
        compensation discussion and analysis, the compensation tables, 
        and any related material).
            ``(2) Non-binding nature of vote.--A shareholder vote 
        described in paragraph (1) shall not be binding on the board of 
        directors of an issuer and may not be construed as overruling a 
        decision by such board, nor to create or imply any additional 
        fiduciary duty by such board, nor shall such vote be construed 
        to restrict or limit the ability of security holders to make 
        proposals for inclusion in proxy materials related to executive 
        compensation.
            ``(3) Deadline for rules.--Not later than 1 year after the 
        date of enactment of this section, the Commission shall issue 
        any final rules and regulations required by this section.
            ``(4) Exception.--This provision shall not apply to any 
        issuer who is subject to a similar recoupment requirement under 
        another provision of Federal law.
    ``(b) Independent Compensation Advisers.--
            ``(1) Requirement.--Not later than 1 year after the date of 
        enactment of this section, the Commission shall, by rule, 
        require that if an issuer's board of directors or a committee 
        thereof retains an individual adviser or advisory firm in 
        conjunction with negotiating employment contracts or 
        compensation agreements with the issuer's executives, the 
        individual adviser and his or her firm shall be independent of 
        the issuer, its executives and directors, and shall report 
        solely to the board of directors or the committee thereof 
        responsible for executive compensation. The rule shall further 
        require that issuers shall not agree to indemnify or limit the 
        liability of compensation advisers or advisory firms.
            ``(2) Determination.--In determining the extent to which an 
        adviser or advisory firm is independent of an issuer within the 
        meaning of this section, the Commission shall consider such 
        matters as--
                    ``(A) the extent (as measured by annual fees and 
                other relevant metrics) to which an individual adviser 
                or advisory firm provides services in conjunction with 
                negotiating employment contracts or compensation 
                agreements with the issuer's executives, as compared to 
                other services that the adviser or advisory firm 
                provides to the issuer or executives;
                    ``(B) whether individual advisers are permitted to 
                hold equity and do hold equity in the issuer; and
                    ``(C) whether an advisory firm's incentive 
                compensation plan links the compensation of individual 
                advisers to the advisory firm's provision of other 
                services to the issuer.
    ``(c) Clawbacks of Unearned Performance-Based Pay.--
            ``(1) Commission rules.--Not later than 270 days after the 
        date of enactment of this section, the Commission shall, by 
        rule, direct the national securities exchanges and national 
        securities associations to prohibit the listing of any security 
        of an issuer that is not in compliance with the requirements of 
        any portion of paragraph (2). Such rules shall provide for 
        appropriate procedures for an issuer to have an opportunity to 
        cure any defects that would be the basis for such a prohibition 
        before the imposition of such prohibition.
            ``(2) Recoupment of unearned compensation.--An issuer's 
        board of directors or a committee thereof shall develop and 
        disclose a policy for reviewing unearned bonus payments, 
        incentive payments, or equity payments that were awarded to 
        executive officers owing to fraud, financial results that 
        require restatement, or some other cause. The policy should 
        require recovery or cancellation of any unearned payments to 
        the extent that it is feasible and practical to do so.
            ``(3) Exception.--This provision shall not apply to any 
        issuer who is subject to a similar recoupment requirement under 
        another provision of Federal law.
    ``(d) Severance Agreements Tied to Performance.--
            ``(1) Commission rules.--Not later than 270 days after the 
        date of enactment of this section, the Commission shall, by 
        rule, direct the national securities exchanges and national 
        securities associations to prohibit the listing of any security 
        of an issuer that is not in compliance with the requirements of 
        any portion of paragraph (2). Such rules shall provide for 
        appropriate procedures for an issuer to have an opportunity to 
        cure any defects that would be the basis for such a prohibition 
        before the imposition of such prohibition.
            ``(2) Severance agreements tied to performance.--An 
        issuer's board of directors or a committee thereof shall not 
        enter into agreements providing for severance payments to a 
        senior executive officer who is terminated because of poor 
        performance as an executive, as determined by the board of 
        directors. To the extent that an issuer is able to terminate a 
        senior executive officer for cause, poor performance by the 
        executive, as determined by the board of directors, shall be 
        considered as one such cause. The rule shall be implemented 
        with due regard for contracts in existence on the date of 
        enactment of this section.
    ``(e) Improved Disclosure of Compensation Targets.--Not later than 
1 year after the date of enactment of this section, the Commission 
shall, by rule, require additional disclosure of specific performance 
targets that are used by issuers to determine a senior executive 
officer's eligibility for bonuses, equity and incentive compensation. 
The Commission shall consider methods to improve disclosure in 
situations when it is claimed that disclosure would result in 
competitive harm to the issuer, including, requirements that the issuer 
describe its past experience with similar target levels, disclose any 
inconsistencies between compensation targets and targets set in other 
contexts, submit a request for confidential treatment of the 
performance targets under Commission rules, or disclose the data after 
disclosure would no longer be considered competitively harmful.''.

SOLUTION: Shareholder Empowerment Act of 2009 - Amends the Securities Exchange Act of 1934 to direct the Securities and Exchange Commission (SEC) to prohibit national securities exchanges and associations from listing the securities of any issuer unless, to the extent permitted by state law, such issuer requires: (1) the election of directors who receive the majority of votes in uncontested elections or a plurality of votes in contested elections; and (2) directors who are not reelected to offer to tender their resignations.

Directs the SEC to: (1) require issuers to identify and provide security holders with an opportunity to vote on director candidates who have been nominated by holders of at least 1% of the issuer's voting securities for at least two years, provided security holders have nominated fewer than a majority of the directors then authorized to serve; (2) prohibit brokers from voting securities on an uncontested election to the board of directors without having received specific instructions from the securities' beneficial owners; and (3) requires listed issuers, to the extent possible, to have an independent chairman of their board of directors who has not served as an executive of the issuer.

Requires any proxy or consent or authorization for an annual or other meeting of a securities issuer to permit a separate shareholder vote on executive compensation, though such vote shall not be binding on its board of directors.

Directs the SEC to direct the national securities exchanges and national securities associations to prohibit: (1) issuers from retaining advisors in negotiating executive employment or compensation agreements that are not independent or are protected from liability by such issuers; (2) the listing of issuers that do not have a (clawback) policy of recovering executive payments that were unearned due to fraud, faulty financial statements, or some other cause; and (3) the listing of issuers that provide severance payments to senior executives who are terminated for poor performance.

Directs the SEC to require additional disclosure of specific performance targets issuers use in determining a senior executive's eligibility for bonuses, equity, and incentive compensation.

PROBLEM: SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Express Appeals Act''.

SEC. 2. PILOT PROGRAM ON FULLY DEVELOPED APPEALS.

    (a) In General.--The Secretary of Veterans Affairs shall carry out 
a pilot program to provide the option of an alternative appeals process 
that shall more quickly determine such appeals in accordance with this 
section.
    (b) Election.--
            (1) Filing.--In accordance with paragraph (2), a claimant 
        may elect to file a fully developed appeal under the pilot 
        program under subsection (a) by filing with the Secretary the 
        following:
                    (A) The notice of disagreement under chapter 71 of 
                title 38, United States Code, along with the written 
                election of the claimant to have the appeal determined 
                under the pilot program.
                    (B) All evidence that the claimant believes is 
                needed for the appeal as of the date of the filing.
                    (C) A statement of the argument in support of the 
                claim, if any.
            (2) Timing.--A claimant shall make an election under 
        paragraph (1)--
                    (A) if the claimant has filed a traditional appeal 
                with respect to the claim for disability compensation 
                before the date on which the pilot program under 
                subsection (a) commences, at any time during the 
                traditional appeal process, notwithstanding paragraph 
                (1)(A); or
                    (B) if the claimant has not so filed a traditional 
                appeal with respect to the claim for disability 
                compensation before such date, as part of the notice of 
                disagreement filed by the claimant in accordance with 
                paragraph (1)(A).
            (3) Change of processing.--If a claimant described in 
        paragraph (2)(A) seeks to elect to make an election under 
        paragraph (1) to change a traditional appeal to a fully 
        developed appeal, the Secretary shall--
                    (A) inform the claimant of whether, in light of 
                such traditional appeal being processed, the claimant 
                will achieve any time savings through such a fully 
                developed appeal; and
                    (B) if the claimant elects to file such fully 
                developed appeal, process the fully developed appeal in 
                accordance with this section to the extent practicable.
            (4) Reversion.--At any time, a claimant who makes an 
        election under paragraph (1) may elect to revert to the 
        traditional appeals process without any penalty to the claimant 
        other than the loss of the docket number associated with the 
        fully developed appeal.
            (5) Use of fully developed appeal.--A claimant may only 
        make an election under paragraph (1) with respect to a claim 
        for disability compensation filed by the claimant that is not, 
        with respect to a claim previously decided by fully developed 
        appeal, a petition to reopen the claim or a separate claim for 
        an increased rating for the claim.
            (6) Outreach.--In providing claimants with notices of the 
        determination of a claim during the period in which the pilot 
        program under subsection (a) is carried out, the Secretary 
        shall provide to the claimant information regarding--
                    (A) the pilot program;
                    (B) how to make an election under paragraph (1);
                    (C) what documents the claimant must provide during 
                the course of the appeals process; and
                    (D) the ability of the claimant to seek advice and 
                education regarding such process from veterans service 
                organizations and attorneys recognized under chapter 59 
                of title 38, United States Code.
    (c) Treatment by Department and Board.--
            (1) Process.--Upon the election of a claimant to file a 
        fully developed appeal pursuant to subsection (b)(1), the 
        Secretary shall--
                    (A) not provide the claimant with a statement of 
                the case nor require the claimant to file a substantive 
                appeal; and
                    (B) transfer jurisdiction over the fully developed 
                appeal directly to the Board of Veterans' Appeals.
            (2) Docket.--
                    (A) The Board of Veterans' Appeals shall--
                            (i) maintain fully developed appeals on a 
                        separate docket than traditional appeals;
                            (ii) hear fully developed appeals in the 
                        order that the fully developed appeals are 
                        received on the fully developed appeal docket;
                            (iii) except as provided by subparagraph 
                        (B), decide not more than one fully developed 
                        appeal for each four traditional appeals 
                        decided; and
                            (iv) to the extent practicable, decide each 
                        fully developed appeal by the date that is one 
                        year following the date on which the claimant 
                        files the notice of disagreement.
                    (B) Beginning one year after the date on which the 
                pilot program under subsection (a) commences, the Board 
                may adjust the number of traditional appeals decided 
                for each fully developed appeal under subparagraph 
                (A)(iii) if the Board determines that such adjustment 
                is fair for both traditional appeals and fully 
                developed appeals.
            (3) Limitation on use of new evidence.--A claimant may not 
        submit to the Board of Veterans' Appeals any new evidence 
        relating to a fully developed appeal after filing such appeal 
        unless the claimant reverts to the traditional appeals process 
        pursuant to subsection (b)(4).
            (4) Prohibition on remand to regional office.--If the Board 
        of Veterans' Appeals determines that a fully developed appeal 
        requires Federal records, independent medical opinions, or new 
        medical exams, the Board shall--
                    (A) in accordance with paragraph (5), take such 
                actions as may be necessary to develop such records, 
                opinions, or exams;
                    (B) retain jurisdiction of the fully developed 
                appeal without requiring a determination by the 
                Veterans Benefits Administration based on such records, 
                opinions, or exams;
                    (C) ensure the claimant receives a copy of such 
                records, opinions, or exams; and
                    (D) provide the claimant a period of 45 days after 
                the receipt of such records, opinions, or exams to 
                provide the Board any additional evidence.
            (5) Development unit.--
                    (A) The Board of Veterans' Appeals shall establish 
                an office to develop Federal records, independent 
                medical opinions, and new medical exams pursuant to 
                paragraph (4)(A) that the Board determines necessary to 
                decide a fully developed appeal.
                    (B) The Secretary shall--
                            (i) ensure that the Veterans Benefits 
                        Administration cooperates with the Board of 
                        Veterans' Appeals in carrying out subparagraph 
                        (A); and
                            (ii) transfer employees of the Appeals 
                        Management Center of the Veterans Benefits 
                        Administration to the office of the Board 
                        established under subparagraph (A) in a number 
                        that the Secretary determines sufficient to 
                        carry out such subparagraph.
            (6) Hearings.--Notwithstanding section 7107 of title 38, 
        United States Code, the Board of Veterans' Appeals may not 
        provide hearings with respect to fully developed appeals. A 
        claimant may request to hold a hearing pursuant to such section 
        7107 if the claimant reverts to the traditional appeals process 
        pursuant to subsection (b)(4).
    (d) Duration; Application.--The Secretary shall carry out the pilot 
program under subsection (a) for a five-year period beginning one year 
after the date of the enactment of this Act. This section shall apply 
only to fully developed appeals that are filed during such period.
    (e) Reports.--During each year in which the pilot program under 
subsection (a) is carried out, the Secretary shall submit to the 
Committees on Veterans' Affairs of the House of Representatives and the 
Senate a report on the pilot program. The first such report shall be 
submitted by not later than 180 days after the date on which the pilot 
program commences. Each report shall include--
            (1) a recommendation for any changes to improve the pilot 
        program; and
            (2) an assessment of the feasibility and advisability of 
        expanding the pilot program.
    (f) Definitions.--In this section:
            (1) The term ``claimant'' has the meaning given that term 
        in section 5100 of title 38, United States Code.
            (2) The term ``compensation'' has the meaning given that 
        term in section 101 of title 38, United States Code.
            (3) The term ``fully developed appeal'' means an appeal of 
        a claim for disability compensation that is--
                    (A) filed by a claimant in accordance with 
                subsection (b)(1); and
                    (B) considered in accordance with this section.
            (4) The term ``traditional appeal'' means an appeal of a 
        claim for disability compensation that is not a fully developed 
        appeal.

SOLUTION:
Express Appeals Act Directs the Secretary of Veterans Affairs to: (1) carry out a five-year pilot program to provide the option of an alternative appeals process to determine appeals of claims for disability compensation more quickly, and (2) inform claimants about such program. Describes appeals filed under the pilot program as &quot;fully developed appeals.&quot; Authorizes a claimant to elect to file a fully developed appeal by filing with the Secretary: (1) a notice of disagreement along with the claimant's written election to have the appeal determined under the pilot program, (2) all evidence that the claimant believes is needed for the appeal, and (3) a statement of the argument in support of the claim. Requires the Secretary to transfer jurisdiction over a fully developed appeal directly to the Board of Veterans' Appeals. Requires a claimant to make such election: (1) at any time during the traditional appeal process if the claimant has filed a traditional appeal before the pilot program commences, or (2) when the claimant files the notice of disagreement if the claimant has not filed a traditional appeal. Directs the Secretary to inform a claimant who seeks to change a traditional appeal to a fully developed appeal as to whether any time will be saved. Allows a claimant who elects to file a fully developed appeal to elect to revert to a traditional appeal at any time.  Requires the Board of Veterans' Appeals to: (1) maintain fully developed appeals on a separate docket; (2) hear fully developed appeals in the order received; (3) decide not more than one fully developed appeal for each four traditional appeals decided, though this ratio may be adjusted for fairness purposes beginning one year after the pilot program begins; and (4) decide, to the extent practicable, each fully developed appeal within one year of a claimant's filing the notice of disagreement. Sets forth provisions regarding: (1) the effects of new evidence submitted or additional information needed after a fully developed appeal is filed, and (2) a prohibition against the Board providing hearings for fully developed appeals. Directs the Board to establish an office to develop federal records, independent medical opinions, and new medical exams that the Board deems necessary to decide a fully developed appeal.