Sec. 233.170 Organization and Management.—(a) STRUCTURE OF THE CORPORATION.-The Corporation shall have a Board of Direc tors, a President, an Executive Vice President, and such other officers and staff as the Board of Directors may determine.

(b) BOARD OF DIRECTORS.-All powers of the Corporation shall vest in and be exercised by or under the authority of its Board of Directors ("the Board") which shall consist of fifteen Directors, 171 including the Chairman, with eight Directors 172 constituting a quorum for the transaction of business. The Administrator of the Agency for International Development shall be the Chairman of the Board, ex-officio. 173 The United States Trade Representative shall be the Vice Chairman of the Board, ex officio, except that the United States Trade Representative may designate the Deputy United States Trade Representative to serve as Vice Chairman of the Board in place of the United States Trade Representative. 174 Eight Directors 172 (other than the President of the Corporation, appointed pursuant to subsection (c) who shall serve as a Director ex officio 175) shall be appointed by the President of the United States, by and with the advice and consent of the Senate, and shall not be officials or employees of the Government of the United States. At least two of the eight Directors 176 appointed under the preceding sentence shall be experienced in small business, one in organized labor, and one in cooperatives. Each such Director shall be appointed for a term of no more than three years. The terms of no more than three such Directors 177 shall expire in any one year. Such Directors shall serve until their successors are appointed and qualified and may be reappointed.

The other Directors shall be officials of the Government of the United States, including an official of the Department of Labor,178 designated by and serving at the pleasure of the President of the United States.

All Directors who are not officers of the Corporation or officials of the Government of the United States shall be compensated at a rate equivalent to that of level IV of the Executive Schedule (5 U.S.C. 5315) 179 when actually engaged in the business of the Corporation and may be paid per diem in lieu of subsistence at the applicable rate prescribed in the standardized Government travel regulations, as amended, from time to time, while away from their homes or usual places of business.

170 22 U.S.C. 2193. Sec. 233 was added by sec. 105 of the FA Act of 1969.

171 The number of Directors was increased from 11 to 15 by sec. 3(a)(1) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1021), effective Oct. 1, 1981.

172 The number of Directors was increased from six to eight by sec. 3(a) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1021), effective Oct. 1, 1981.

173 This function of the Administrator was transferred to the Director of IDCA, pursuant to sec. 6 of Reorganization Plan No. 2 of 1979 (establishing IDCA).

174 This sentence was added by sec. 3(a)(2) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1021), effective Oct. 1, 1981.

175 The words "ex officio" were added by sec. 3(a)(5) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1022), effective Oct. 1, 1981.

176 The number of Directors was increased from one of the six to two of the eight by sec. 3(a) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1022), effective Oct. 1, 1981. 177 The number of Directors was increased from two to three by sec. 3(a)(3) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1022), effective Oct. 1, 1981.

178 The reference to an official of the Department of Labor was added by sec. 3(b) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1022), effective Oct. 1, 1981.

179 The current rate of compensation at level IV of the Executive Schedule is $72,300 per

annum.

(c) PRESIDENT OF THE CORPORATION.-The President of the Corporation shall be appointed by the President of the United States, by and with the advice and consent of the Senate, and shall serve at the pleasure of the President. In making such appointment, the President shall take into account private business experience of the appointee. The President of the Corporation shall be its Chief Executive Officer and responsible for the operations and management of the Corporation, subject to bylaws and policies established by the Board.

(d) OFFICERS AND STAFF.-The Executive Vice President of the Corporation shall be appointed by the President of the United States, by and with the advice and consent of the Senate, and shall serve at the pleasure of the President. Other officers, attorneys, employees, and agents shall be selected and appointed by the Corporation, and shall be vested with such powers and duties as the Corporation may determine. Of such persons employed by the Corporation, not to exceed twenty may be appointed, compensated, or removed without regard to the civil service laws and regulations: Provided, That under such regulations as the President of the United States may prescribe, officers and employees of the United States Government who are appointed to any of the above positions may be entitled, upon removal from such position, except for cause, to reinstatement to the position occupied at the time of appointment or to a position of comparable grade and salary. Such positions shall be in addition to those otherwise authorized by law, including those authorized by section 5108 of title 5 of the United States Code.

Sec. 234.180 Investment Insurance and Other Programs. 181— The Corporation is hereby authorized to do the following:

(a) 182 INVESTMENT INSURANCE.-(1) To issue insurance, upon such terms and conditions as the Corporation may determine, to eligible investors assuring protection in whole or in part against any or all of the following risks with respect to projects which the Corporation has approved

(A) inability to convert into United States dollars other currencies, or credits in such currencies, received as earnings or profits from the approved project, as repayment or return of the investment therein, in whole or in part, or as compensation for the sale or disposition of all or any part thereof;

(B) loss of investment, in whole or in part, in the approved project due to expropriation or confiscation by action of a foreign government;

(C) loss due to war, revolution, insurrection or civil strife; and; 183

180 22 U.S.C. 2194. Sec. 234 was added by sec. 105 of the FA Act of 1969.

181 Sec. 2(2XA) of the OPIC Amendments Act of 1974 (Public Law 93-390) substituted section caption "Investment Insurance and Other Programs" in lieu of "Investment Incentive Programs".

182 Sec. 5(bX2) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1023) provides:

"(2) The authority of the Overseas Private Investment Corporation to enter into contracts under section 234(a) of the Foreign Assistance Act of 1961 shall be effective for any fiscal year beginning after September 30, 1981, only to such extent or in such amounts as are provided in appropriation Acts."

The reference to civil strife was added by sec. 4(a)(1) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1022).

(D) 184 loss due to business interruption caused by any of the risks set forth in subparagraphs (A), (B), and (C).

(2) 185 Recognizing that major private investments in less developed friendly countries or areas are often made by enterprises in which there is multinational participation, including significant United States private participation, the Corporation may make arrangements with foreign governments (including agencies, instrumentalities, or political subdivisions thereof) or with multilateral organizations and institutions for sharing liabilities assumed under investment insurance for such investments and may in connection therewith issue insurance to investors not otherwise eligible hereunder, except that liabilities assumed by the Corporation under the authority of this subsection shall be consistent with the purposes of this title and that the maximum share of liabilities so assumed shall not exceed the proportionate participation by eligible investors in the project. 186

(3) Not more than 10 per centum of the maximum contingent liability 187 of investment insurance which the Corporation is permitted to have outstanding under section 235(a)(1) 188 shall be issued to a single investor.

(4) 189 Before issuing insurance for the first time for loss due to business interruption, and in each subsequent instance in which a significant expansion is proposed in the type of risk to be insured under the definition of "civil strife" or "business interruption", the Corporation shall, at least sixty days before such insurance is issued, submit to the Committee on Foreign Relations of the Senate and the Committee on Foreign Affairs of the House of Representatives a report with respect to such insurance, including a thorough analysis of the risks to be covered, anticipated losses, and proposed

184 Sec. 6(a)(1)(D) of the Overseas Private Investment Corporation Amendments Act of 1985 (Public Law 99-204, 99 Stat. 1671) added subpara. (D)

185 Subsec. (a)(2) was amended by sec. 2(2)(B) of the OPIC Amendments Act of 1974 (Public Law 93-390). It formerly read as follows: "(2) Recognizing that major private investments in less developed friendly countries in areas are often made by enterprises in which there is multinational participation, including significant United States private participation, the Corporation may make such arrangements with foreign governments (including agencies, instrumentalities, or political subdivisions thereof) or with multilateral organizations for sharing liabilities assumed under investment insurance for such investments and may in connection therewith issue insurance to investors not otherwise eligible hereunder: Provided, however, That liabilities assumed by the Corporation under the authority of this subsection shall be consistent with the purposes of this title and that the maximum share of liabilities so assumed shall not exceed the proportionate participation by eligible investors in the total project financing."

186 The words "total" and "financing", which previously appeared immediately before and after the word "project", were deleted by sec. 4(a)(2) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1022).

Sec. 3(1) of Public Law 95-268 (92 Stat. 214) struck out the following words that previously appeared at this point: "and that the maximum share of liabilities so assumed under paragraph (1) (A) and (B) of paragraph (1)(C) shall not exceed the Corporation's proportional share of such liabilities as specified in paragraph (4) or (5) of this subsection."

187 The words "maximum contingent liability" were substituted in lieu of "total face amount" by sec. 3(2) of Public Law 95-268 (92 Stat. 214).

188 The words "permitted to have outstanding under sec. 235(a)(1)" were inserted in lieu of the words "authorized to issue under this subsection" by sec. 4(a)(3) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1022).

189 Pars. (4) through (7), which had been added by the OPIC Amendments Act of 1974 (Public Law 93-390) and had appeared at this point, were struck by sec. 3(3) of Public Law 95-268 (92 Stat. 214). This new par. (4) was added by sec. 4(a)(4) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1022). Subsequently, sec. 6(a)(2)(A) and (B) of the Overseas Private Investment Corporation Amendments Act of 1985 (Public Law 99-204; 99 Stat 1671), substituted the words "insurance for the first time loss due to business interruption" in lieu of "civil strife insurance for the first time" and replaced the words "definition of civil strife" with "definition of 'civil strife' or 'business interruption' ".

rates and reserves and, in the case of insurance for loss due to business interruption, an explanation of the underwriting basis upon which the insurance is to be offered. Any such report with respect to insurance for loss due to business interruption shall be considered in accordance with the procedures applicable to reprogramming notifications pursuant to section 634A of this Act. 190

(b) INVESTMENT GUARANTIES.-To issue to eligible investors guaranties of loans and other investments made by such investors assuring against loss due to such risks and upon such terms and conditions as the Corporation may determine: Provided, however, That such guaranties on other than loan investments shall not exceed 75 per centum of such investment: Provided further, That except for loan investments for credit unions made by eligible credit unions or credit union associations, the aggregate amount of investment (exclusive of interest and earnings) so guaranteed with respect to any project shall not exceed, at the time of issuance of any such guaranty, 75 per centum of the total investment committed to any such project as determined by the Corporation, which determination shall be conclusive for purposes of the Corporation's authority to issue any such guaranty: Provided further, That not more than 15 191 per centum of the maximum contingent liability of investment guaranties which the Corporation is permitted to have outstanding under section 235(a)(2) 192 shall be issued to a single investor.

(c) DIRECT INVESTMENT.-To make loans in United States dollars repayable in dollars or loans in foreign currencies (including, without regard to section 1415 of the Supplemental Appropriation Act, 1953, such foreign currencies which the Secretary of the Treasury may determine to be excess to the normal requirements of the United States and the Director of the Bureau of the Budget may allocate) to firms privately owned or of mixed private and public ownership upon such terms and conditions as the Corporation may determine. The Corporation may not purchase or invest in any stock in any other corporation, except that it may (1) accept as evidence of indebtedness debt securities convertible to stock, but such debt securities shall not be converted to stock while held by the Corporation, and (2) acquire stock through the enforcement of any lien or pledge or otherwise to satisfy a previously contracted indebtedness which would otherwise be in default, or as the result of any payment under any contract of insurance or guaranty. The Corporation shall dispose of any stock it may so acquire as soon as reasonably feasible under the circumstances then pertaining. Loans may be made under this subsection only for projects that are sponsored by or significantly involve United States small business or cooperatives. 193

190 Sec. 6(a)(2) (C) and (D) of the Overseas Private Investment Corporation Amendments Act of 1985 (Public Law 99-204, 99 Stat. 1671) added the text from the word "reserves" to the end of para. (4).

191 Sec. 7 of the Overseas Private Investment Corporation Amendments Act of 1985 (Public Law 99-204, 99 Stat. 1672), changed the per centum from 10 to 15.

13 The words "permitted to have outstanding under section 235(a) (2)" were inserted in lieu of the words "authorized to issue under this subsection" by sec. 4(b) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1022).

193 This sentence was added by sec. 3(4) of Public Law 95-268 (92 Stat. 214).

No loan may be made under this subsection to finance any ope ation for the extraction of oil or gas. The aggregate amount loans under this subsection to finance operations for the mining other extraction of any deposit of ore or other nonfuel minera may not in any fiscal year exceed $4,000,000.1

194

(d) INVESTMENT ENCOURAGEMENT.-To initiate and suppo through financial participation, incentive grant, or otherwise, an on such terms and conditions as the Corporation may determin the identification, assessment, surveying and promotion of privat investment opportunities, utilizing wherever feasible and effectiv the facilities of private investors, except that

(1) the Corporation shall not finance any survey to ascertai the existence, location, extent, or quality of, or to determin the feasibility of undertaking operations for the extraction o oil or gas; and

(2) expenditures financed by the Corporation during an fiscal year on surveys to ascertain the existence, location extent, or quality of, or to determine the feasibility of under taking operations for the extraction of nonfuel minerals ma not exceed $200,000.195

(e) SPECIAL ACTIVITIES.-To administer and manage special proj ects and programs, including programs of financial and advisor support which provide private technical, professional, or manageri al assistance in the development of human resources, skills, tech nology, capital savings and intermediate financial and investmen institutions and cooperatives. The funds for these projects and pro grams may, with the Corporation's concurrence, be transferred to it for such purposes under the authority of section 632(a) or from other sources, public or private.

(f) 196 OTHER INSURANCE FUNCTIONS.-(1) To make and carry out contracts of insurance or reinsurance, or agreements to associate o share risks, with insurance companies, financial institutions, any other persons, or groups thereof, and employing the same where appropriate, as its agent, or acting as their agent, in the issuance and servicing of insurance, the adjustment of claims, the exercise of subrogation rights, the ceding and accepting of reinsurance, and in any other matter incident to an insurance business; except that such agreements and contracts shall be consistent with the purposes of the Corporation set forth in section 231 of this Act and shall be on equitable terms. 197

194 Sec. 3(5) of Public Law 95–268 (92 Stat. 214) substituted this paragraph in lieu of the following:

"No loans shall be made under this section to finance operations for mining or other extraction of any deposit of ore, oil, gas, or other mineral."

195 Sec. 3(6) of Public Law 95-268 (92 Stat. 214) struck out a proviso clause in subsec. (d) and added the words to this point beginning with ", except that-”.

196 Subsec. (f) was added by sec. 2(2)(D) of the OPIC Amendments Act of 1974 (Public Law 93390).

197 The words to this point beginning with "; except that such agreements" were added by sec. 3(6) of Public Law 95-268 (92 Stat. 214). Subsequently, sec. 4(b)(2) of the OPIC Amendments Act of 1981 (Public Law 97-65; 95 Stat. 1022) struck out the following text, as added by sec. 3(6) of Public Law 95-268: "and (B) the Corporation shall not make or carry out any association or risksharing agreement for the direct underwriting of insurance by the Corporation with others, other than on an individual basis where such direct underwriting facilitates the purposes of the Corporation as set forth in section 231 of this Act."