In General. In this Act, the following definitions
Appropriate state regulatory authority.
The term "appropriate State regulatory authority" means the State agency
or other authority responsible for the licensure or other regulation of
the practice of accounting in the State or States having jurisdiction
over a registered public accounting firm or associated person thereof,
with respect to the matter in question.
Audit. The term "audit" means an examination
of the financial statements of any issuer by an independent public accounting
firm in accordance with the rules of the Board or the Commission (or,
for the period preceding the adoption of applicable rules of the Board
under section 103, in accordance with then-applicable
generally accepted auditing and related standards for such purposes),
for the purpose of expressing an opinion on such statements.
Audit committee. The term "audit committee"
a committee (or equivalent body) established
by and amongst the board of directors of an issuer for the purpose
of overseeing the accounting and financial reporting processes of
the issuer and audits of the financial statements of the issuer; and
if no such committee exists with respect
to an issuer, the entire board of directors of the issuer.
Audit report. The term "audit report"
means a document or other record--
prepared following an audit performed
for purposes of compliance by an issuer with the requirements of the
securities laws; and
in which a public accounting firm either--
sets forth the opinion of that
firm regarding a financial statement, report, or other document;
asserts that no such opinion
can be expressed.
Board. The term "Board" means the
Public Company Accounting Oversight Board established under section
Commission. The term "Commission"
means the Securities and Exchange Commission.
Issuer. The term "issuer" means an
issuer (as defined in section 3 of the
Securities Exchange Act of 1934), the securities of which are registered
under section 12 of that Act, or that
is required to file reports under section
15(d), or that files or has filed a registration statement that has
not yet become effective under the Securities Act of 1933, and that it
has not withdrawn.
Non-audit services. The term "non-audit
services" means any professional services provided to an issuer by a registered
public accounting firm, other than those provided to an issuer in connection
with an audit or a review of the financial statements of an issuer.
Person associated with a public accounting
In general. The terms "person
associated with a public accounting firm" (or with a "registered public
accounting firm") and "associated person of a public accounting firm"
(or of a "registered public accounting firm") mean any individual
proprietor, partner, shareholder, principal, accountant, or other
professional employee of a public accounting firm, or any other independent
contractor or entity that, in connection with the preparation or issuance
of any audit report--
shares in the profits of, or
receives compensation in any other form from, that firm; or
participates as agent or otherwise
on behalf of such accounting firm in any activity of that firm.
Exemption authority. The Board
may, by rule, exempt persons engaged only in ministerial tasks from
the definition in subparagraph (A), to the extent that the Board determines
that any such exemption is consistent with the purposes of this Act,
the public interest, or the protection of investors.
Professional standards. The term
"professional standards" means--
accounting principles that are--
established by the standard
setting body described in section
19(b) of the Securities Act of 1933, as amended by this Act,
or prescribed by the Commission under section 19(a) of that Act
or section 13(b) of the Securities
Exchange Act of 1934; and
relevant to audit reports for
particular issuers, or dealt with in the quality control system
of a particular registered public accounting firm; and
auditing standards, standards for
attestation engagements, quality control policies and procedures,
ethical and competency standards, and independence standards (including
rules implementing title II) that the Board or the Commission determines--
relate to the preparation or
issuance of audit reports for issuers; and
are established or adopted
by the Board under section 103(a),
or are promulgated as rules of the Commission.
Public accounting firm. The term
"public accounting firm" means--
a proprietorship, partnership, incorporated
association, corporation, limited liability company, limited liability
partnership, or other legal entity that is engaged in the practice
of public accounting or preparing or issuing audit reports; and
to the extent so designated by the
rules of the Board, any associated person of any entity described
in subparagraph (A).
Registered public accounting firm.
The term "registered public accounting firm" means a public accounting
firm registered with the Board in accordance with this Act.
Rules of the board. The term "rules
of the Board" means the bylaws and rules of the Board (as submitted to,
and approved, modified, or amended by the Commission, in accordance with
section 107), and those stated policies, practices,
and interpretations of the Board that the Commission, by rule, may deem
to be rules of the Board, as necessary or appropriate in the public interest
or for the protection of investors.
Security. The term "security" has
the same meaning as in section 3(a)
of the Securities Exchange Act of 1934.
Securities laws. The term "securities laws"
means the provisions of law referred to in section
3(a)(47) of the Securities Exchange Act of 1934, as amended by this Act, and
includes the rules, regulations, and orders issued by the Commission thereunder.
State. The term "State" means any
State of the United States, the District of Columbia, Puerto Rico, the
Virgin Islands, or any other territory or possession of the United States.
Conforming Amendment. Section 3(a)(47) of
the Securities Exchange Act of 1934 is amended by inserting "the Sarbanes-Oxley
Act of 2002," before "the Public".
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