118 STAT. 2965 PUBLIC LAW 108–447—DEC. 8, 2004 ‘‘(E) adopt and submit to Congress a conflict of interest policy applicable to members of the Board and employees of the Corporation; ‘‘(F) establish a compensation plan for employees of the Corporation in accordance with subsection (i); ‘‘(G) approve all compensation (including salary or any other pay, bonuses, benefits, incentives, and any other form of remuneration) of all managers and technical personnel that report directly to the chief executive officer (including any adjustment to compensation); ‘‘(H) ensure that all activities of the Corporation are carried out in compliance with applicable law; ‘‘(I) create an audit committee, composed solely of Board members independent of the management of the Corporation, which shall— ‘‘(i) in consultation with the inspector general of the Corporation, recommend to the Board an external auditor; ‘‘(ii) receive and review reports from the external auditor of the Corporation and inspector general of the Corporation; and ‘‘(iii) make such recommendations to the Board as the audit committee considers necessary; ‘‘(J) create such other committees of Board members as the Board considers to be appropriate; ‘‘(K) conduct such public hearings as it deems appro priate on issues that could have a substantial effect on— ‘‘(i) the electric ratepayers in the service area; or ‘‘(ii) the economic, environmental, social, or phys ical well being of the people of the service area; ‘‘(L) establish the electricity rates charged by the Cor poration; and ‘‘(M) engage the services of an external auditor for the Corporation. ‘‘(2) MEETINGS.—The Board shall meet at least 4 times each year. ‘‘(h) CHIEF EXECUTIVE OFFICER.— ‘‘(1) APPOINTMENT.—The Board shall appoint a person to serve as chief executive officer of the Corporation. ‘‘(2) QUALIFICATIONS.— ‘‘(A) IN GENERAL.—To serve as chief executive officer of the Corporation, a person— ‘‘(i) shall have senior executive level management experience in large, complex organizations; ‘‘(ii) shall not be a current member of the Board or have served as a member of the Board within 2 years before being appointed chief executive officer; and ‘‘(iii) shall comply with the conflict of interest policy adopted by the Board. ‘‘(B) EXPERTISE.—In appointing a chief executive officer, the Board shall give particular consideration to appointing an individual with expertise in the electric industry and with strong financial skills. ‘‘(3) TENURE.—The chief executive officer shall serve at the pleasure of the Board. ‘‘(i) COMPENSATION PLAN.—
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