(a) Composition and responsibilities of the Board of Directors—(1) Board. Section 4002(d)(1) of ERISA establishes the Board membership as the Secretaries of Labor (Chair), the Treasury, and Commerce. A person who, at the time of a meeting of the Board of Directors, is serving in an acting capacity as, or performing the duties of, a Member of the Board of Directors will serve as a Member of the Board of Directors with the same authority and effect as the designated Secretary.
(2) Chair of the Board. As Chair of the Board, the Secretary of Labor will preside over all Board meetings. As a direct report to the Board under section 4002(d)(4) of ERISA, the Inspector General of the Corporation reports to the Board through the Chair. The Participant and Plan Sponsor Advocate also reports to the Board through the Chair.
(3) Board responsibilities. Except as provided in paragraph (b) of this section, the Board may not delegate any of the following responsibilities—
(i) Voting on an amendment to these bylaws.
(ii) Approval of the Annual Report, which includes the Annual Management Report (AMR) (and its components the financial statements, management's discussion and analysis, annual performance report and independent auditor's report), the Chair's message, and other documentation in conformance with guidance issued by the Office of Management and Budget (OMB).
(iii) Approval of the Corporation's Investment Policy Statement.
(iv) Approval of all reports or recommendations to the Congress required by Title IV of ERISA.
(v) Approval of any policy matter (other than administrative policies) that would have a significant impact on the pension insurance program.
(vi) Review of reports from the Corporation's Inspector General that the Inspector General deems appropriate to deliver to the Board.
(4) Investment Policy Statement review. The Board must review the Corporation's Investment Policy Statement at least every two years and approve the Investment Policy Statement at least every four years.
(b) Designation of and responsibilities of Board Representatives and Alternate Representatives—(1) Board Representatives. A Board Representative, as designated under section 4002(d)(3) of ERISA, may act for all purposes under these bylaws, except that an action of a Board Representative on a Board Member's behalf with respect to the powers described in paragraphs (a)(3)(i) through (iii) of this section, will be valid only upon ratification in writing by the Board Member. Any Board Representative may refer for Board action any matter under consideration by the Board Representatives.
(2) Alternate Representatives. A Board Member may designate in writing an official, not below the level of Assistant Secretary, to serve as the Board Member's Alternate Representative at a meeting. An Alternate Representative may act for all purposes at that meeting, except that the Alternate Representative's actions will be valid only upon ratification in writing by either the Board Member or the Board Representative. Any action of the Alternate Representative involving the powers described in paragraphs (a)(3)(i) through (iii) of this section or any matter that has been referred to the Board under paragraph (b)(1) of this section must be ratified in writing by the Board Member.
(3) Ratification. For purposes of this section, ratification of a Board Representative or Alternative Representative action includes approval of the minutes of the meeting of the Board of Directors by voice vote or otherwise.
(c) Review and approval of regulations. Regulations may be issued by the Director of the Corporation, subject to the following conditions—
(1) Regulations must first be reviewed for comment by each Board Representative except for routine updates of PBGC valuation factors and actuarial assumptions.
(2) A Board Representative may, within 21 days of receiving a regulation for review, request that it be referred to the Board Representatives for approval.
(3) Nonsignificant regulations and significant proposed regulations within the meaning of Executive Order 12866 and subject to review under paragraph (c)(1) of this section may be issued by the Director upon either the expiration of the time specified in paragraph (c)(2) of this section, or, if the approval option is exercised, upon Board Representative approval.
(4) Significant final regulations must be approved by the Board Representatives or the Board.
(5) The Director may submit regulations subject to approval by the Board Representatives or the Board to OMB for concurrent review after they have been pending without comment before the Board Representatives or the Board for more than 60 days.