Page:United States Statutes at Large Volume 121.djvu/125

 121 STAT. 104

PUBLIC LAW 110–26—MAY 11, 2007

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(A) reviewing and approving the mission statement for The American National Red Cross; (B) approving and overseeing the corporation’s strategic plan and maintaining strategic oversight of operational matters; (C) selecting, evaluating, and determining the level of compensation of the corporation’s chief executive officer; (D) evaluating the performance and establishing the compensation of the senior leadership team and providing for management succession; (E) overseeing the financial reporting and audit process, internal controls, and legal compliance; (F) holding management accountable for performance; (G) providing oversight of the financial stability of the corporation; (H) ensuring the inclusiveness and diversity of the corporation; (I) ensuring the chapters of the corporation are geographically and regionally diverse; (J) providing oversight of the protection of the brand of the corporation; and (K) assisting with fundraising on behalf of the corporation. (6)(A) The selection of members of the Board of Governors is a critical component of effective governance for The American National Red Cross, and, as such, it is in the national interest that The American National Red Cross amend its bylaws to provide a method of selection consistent with that described in the Governance Report. (B) The new method of selection should replace the current process by which— (i) 30 chartered unit-elected members of the Board of Governors are selected by a non-Board committee which includes 2 members of the Board of Governors and other individuals elected by the chartered units themselves; (ii) 12 at-large members of the Board of Governors are nominated by a Board committee and elected by the Board of Governors; and (iii) 8 members of the Board of Governors are appointed by the President of the United States. (C) The new method of selection described in the Governance Report reflects the single category of members of the Board of Governors that will result from the implementation of this Act: (i) All Board members (except for the chairman of the Board of Governors) would be nominated by a single committee of the Board of Governors taking into account the criteria outlined in the Governance Report to assure the expertise, skills, and experience of a governing board. (ii) The nominated members would be considered for approval by the full Board of Governors and then submitted to The American National Red Cross annual meeting of delegates for election, in keeping with the standard corporate practice whereby shareholders of a corporation elect members of a board of directors at its annual meeting. (7) The United States Supreme Court held The American National Red Cross to be an instrumentality of the United

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