Securities Lawyer's Deskbook
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The

Sarbanes-Oxley Act of 2002





Section 202 -- Preapproval Requirements


Section 10A of the Securities Exchange Act of 1934, as amended by this Act, is amended by adding at the end the following:

    "(i) Preapproval Requirements.--
      "(1) In general.----
        "(A) Audit committee action.--All auditing services (which may entail providing comfort letters in connection with securities underwritings or statutory audits required for insurance companies for purposes of State law) and non-audit services, other than as provided in subparagraph (B), provided to an issuer by the auditor of the issuer shall be preapproved by the audit committee of the issuer.
        "(B) De minimus exception.--The preapproval requirement under subparagraph (A) is waived with respect to the provision of non-audit services for an issuer, if--
          "(i) the aggregate amount of all such non-audit services provided to the issuer constitutes not more than 5 percent of the total amount of revenues paid by the issuer to its auditor during the fiscal year in which the nonaudit services are provided;
          "(ii) such services were not recognized by the issuer at the time of the engagement to be non-audit services; and
          "(iii) such services are promptly brought to the attention of the audit committee of the issuer and approved prior to the completion of the audit by the audit committee or by 1 or more members of the audit committee who are members of the board of directors to whom authority to grant such approvals has been delegated by the audit committee.
      "(2) Disclosure to investors.-- Approval by an audit committee of an issuer under this subsection of a non-audit service to be performed by the auditor of the issuer shall be disclosed to investors in periodic reports required by section 13(a).
      "(3) Delegation authority.-- The audit committee of an issuer may delegate to 1 or more designated members of the audit committee who are independent directors of the board of directors, the authority to grant preapprovals required by this subsection. The decisions of any member to whom authority is delegated under this paragraph to preapprove an activity under this subsection shall be presented to the full audit committee at each of its scheduled meetings.
      "(4) Approval of audit services for other purposes.-- In carrying out its duties under subsection (m)(2), if the audit committee of an issuer approves an audit service within the scope of the engagement of the auditor, such audit service shall be deemed to have been preapproved for purposes of this subsection.".





Legislative History


July 30, 2002, 107 P.L. 204, Title II, § 202, 116 Stat. 745.

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