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such services relate, written certification, as provided in subparagraph (C). ‘‘(C) FORMAT AND CONTENT.—The Commission shall establish the appropriate format and content for the written certifications required under subparagraph (B), to ensure that providers of due diligence services have conducted a thorough review of data, documentation, and other rel- evant information necessary for a nationally recognized statistical rating organization to provide an accurate rating. Regulations. ‘‘(D) DISCLOSURE OF CERTIFICATION.—The Commission Public shall adopt rules requiring a nationally recognized statis- information. tical rating organization, at the time at which the nation- ally recognized statistical rating organization produces a rating, to disclose the certification described in subpara- graph (B) to the public in a manner that allows the public to determine the adequacy and level of due diligence serv- ices provided by a third party. ‘‘(t) CORPORATE GOVERNANCE, ORGANIZATION, AND MANAGE- MENT OF CONFLICTS OF INTEREST.— Establishment. ‘‘(1) BOARD OF DIRECTORS.—Each nationally recognized statistical rating organization shall have a board of directors. ‘‘(2) INDEPENDENT DIRECTORS.— ‘‘(A) IN GENERAL.—At least 1⁄2 of the board of directors, but not fewer than 2 of the members thereof, shall be independent of the nationally recognized statistical rating agency. A portion of the independent directors shall include users of ratings from a nationally recognized statistical rating organization. ‘‘(B) INDEPENDENCE DETERMINATION.—In order to be considered independent for purposes of this subsection, a member of the board of directors of a nationally recognized statistical rating organization— ‘‘(i) may not, other than in his or her capacity as a member of the board of directors or any committee thereof— ‘‘(I) accept any consulting, advisory, or other compensatory fee from the nationally recognized statistical rating organization; or ‘‘(II) be a person associated with the nationally recognized statistical rating organization or with any affiliated company thereof; and ‘‘(ii) shall be disqualified from any deliberation involving a specific rating in which the independent board member has a financial interest in the outcome of the rating. ‘‘(C) COMPENSATION AND TERM.—The compensation of the independent members of the board of directors of a nationally recognized statistical rating organization shall not be linked to the business performance of the nationally recognized statistical rating organization, and shall be arranged so as to ensure the independence of their judg- ment. The term of office of the independent directors shall be for a pre-agreed fixed period, not to exceed 5 years, and shall not be renewable. LAWS ‘‘(3) DUTIES OF BOARD OF DIRECTORS.—In addition to the overall responsibilities of the board of directors, the board shall oversee—PUBLIC with on anorris VerDate Nov 24 2008 03:41 Aug 28, 2010 Jkt 089139 PO 00203 Frm 00508 Fmt 6580 Sfmt 6581 E:\PUBLAW\PUBL203.111 GPO1 PsN: PUBL203