Securities Lawyer's Deskbook
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Sarbanes-Oxley Act of 2002

Section 301 -- Public Company Audit Committees

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

    "(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).
        "(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.
      "(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.
        "(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--
          "(i) accept any consulting, advisory, or other compensatory fee from the issuer; or
          "(ii) be an affiliated person of the issuer or any subsidiary thereof.
        "(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.
      "(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
        "(B) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.
      "(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
        "(B) to any advisers employed by the audit committee under paragraph (5).".

Legislative History

July 30, 2002, 107 P.L. 204, Title III, § 301, 116 Stat. 745.

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