| "(m) Standards Relating to Audit Committees.-- |
"(1) Commission rules.---- |
"(A) In general.--Effective not later than 270 days after the date of
enactment of this subsection, the Commission shall, by rule, direct the
national securities exchanges and national securities associations to prohibit
the listing of any security of an issuer that is not in compliance with
the requirements of any portion of paragraphs (2) through (6).
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"(B) Opportunity to cure defects.--The rules of the Commission under subparagraph
(A) shall provide for appropriate procedures for an issuer to have an opportunity
to cure any defects that would be the basis for a prohibition under subparagraph
(A), before the imposition of such prohibition.
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"(2) Responsibilities relating to registered public accounting firms.--
The audit committee of each issuer, in its capacity as a committee of the
board of directors, shall be directly responsible for the appointment, compensation,
and oversight of the work of any registered public accounting firm employed
by that issuer (including resolution of disagreements between management
and the auditor regarding financial reporting) for the purpose of preparing
or issuing an audit report or related work, and each such registered public
accounting firm shall report directly to the audit committee. |
"(3) Independence.---- |
"(A) In general.--Each member of the audit committee of the issuer shall
be a member of the board of directors of the issuer, and shall otherwise
be independent.
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"(B) Criteria.--In order to be considered to be independent for purposes
of this paragraph, a member of an audit committee of an issuer may not,
other than in his or her capacity as a member of the audit committee, the
board of directors, or any other board committee--
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"(i) accept any consulting, advisory, or other compensatory fee from the
issuer; or
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"(ii) be an affiliated person of the issuer or any subsidiary thereof.
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"(C) Exemption authority.--The Commission may exempt from the requirements
of subparagraph (B) a particular relationship with respect to audit committee
members, as the Commission determines appropriate in light of the circumstances.
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"(4) Complaints.-- Each audit committee shall establish procedures for-- |
"(A) the receipt, retention, and treatment of complaints received by the
issuer regarding accounting, internal accounting controls, or auditing matters;
and
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"(B) the confidential, anonymous submission by employees of the issuer
of concerns regarding questionable accounting or auditing matters.
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"(5) Authority to engage advisers.-- Each audit committee shall have the
authority to engage independent counsel and other advisers, as it determines
necessary to carry out its duties. |
"(6) Funding.-- Each issuer shall provide for appropriate funding, as
determined by the audit committee, in its capacity as a committee of the
board of directors, for payment of compensation-- |
"(A) to the registered public accounting firm employed by the issuer for
the purpose of rendering or issuing an audit report; and
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"(B) to any advisers employed by the audit committee under paragraph (5).".
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