Sarbanes Oxley Act Section 107

 

SEC. 107. COMMISSION OVERSIGHT OF THE BOARD.
 
(a) GENERAL OVERSIGHT RESPONSIBILITY.—The Commission
shall have oversight and enforcement authority over the Board,
as provided in this Act. The provisions of section 17(a)(1) of the
Securities Exchange Act of 1934 (15 U.S.C. 78q(a)(1)), and of section
17(b)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78q(b)(1))
shall apply to the Board as fully as if the Board were a ‘‘registered
securities association’’ for purposes of those sections 17(a)(1) and
17(b)(1).
 
(b) RULES OF THE BOARD.—
 
(1) DEFINITION.—In this section, the term ‘‘proposed rule’’ means any proposed rule of the Board, and any modification
of any such rule.
 
(2) PRIOR APPROVAL REQUIRED.—No rule of the Board shall
become effective without prior approval of the Commission in
accordance with this section, other than as provided in section
103(a)(3)(B) with respect to initial or transitional standards.
H. R. 3763—22
 
(3) APPROVAL CRITERIA.—The Commission shall approve
a proposed rule, if it finds that the rule is consistent with
the requirements of this Act and the securities laws, or is
necessary or appropriate in the public interest or for the protection
of investors.
 
(4) PROPOSED RULE PROCEDURES.—The provisions of paragraphs
(1) through (3) of section 19(b) of the Securities
Exchange Act of 1934 (15 U.S.C. 78s(b)) shall govern the proposed
rules of the Board, as fully as if the Board were a
‘‘registered securities association’’ for purposes of that section
19(b), except that, for purposes of this paragraph—
 
(A) the phrase ‘‘consistent with the requirements of
this title and the rules and regulations thereunder
applicable to such organization’’ in section 19(b)(2) of that
Act shall be deemed to read ‘‘consistent with the requirements
of title I of the Sarbanes-Oxley Act of 2002, and
the rules and regulations issued thereunder applicable to
such organization, or as necessary or appropriate in the
public interest or for the protection of investors’’; and
 
(B) the phrase ‘‘otherwise in furtherance of the purposes
of this title’’ in section 19(b)(3)(C) of that Act shall
be deemed to read ‘‘otherwise in furtherance of the purposes
of title I of the Sarbanes-Oxley Act of 2002’’.
 
(5) COMMISSION AUTHORITY TO AMEND RULES OF THE
BOARD.—The provisions of section 19(c) of the Securities
Exchange Act of 1934 (15 U.S.C. 78s(c)) shall govern the abrogation,
deletion, or addition to portions of the rules of the Board
by the Commission as fully as if the Board were a ‘‘registered
securities association’’ for purposes of that section 19(c), except
that the phrase ‘‘to conform its rules to the requirements of
this title and the rules and regulations thereunder applicable
to such organization, or otherwise in furtherance of the purposes
of this title’’ in section 19(c) of that Act shall, for purposes
of this paragraph, be deemed to read ‘‘to assure the fair
administration of the Public Company Accounting Oversight
Board, conform the rules promulgated by that Board to the
requirements of title I of the Sarbanes-Oxley Act of 2002,
or otherwise further the purposes of that Act, the securities
laws, and the rules and regulations thereunder applicable to
that Board’’.
 
(c) COMMISSION REVIEW OF DISCIPLINARY ACTION TAKEN BY
THE BOARD.—
 
(1) NOTICE OF SANCTION.—The Board shall promptly file
notice with the Commission of any final sanction on any registered
public accounting firm or on any associated person
thereof, in such form and containing such information as the
Commission, by rule, may prescribe.
 
(2) REVIEW OF SANCTIONS.—The provisions of sections
19(d)(2) and 19(e)(1) of the Securities Exchange Act of 1934
(15 U.S.C. 78s (d)(2) and (e)(1)) shall govern the review by
the Commission of final disciplinary sanctions imposed by the
Board (including sanctions imposed under section 105(b)(3) of
this Act for noncooperation in an investigation of the Board),
as fully as if the Board were a self-regulatory organization
and the Commission were the appropriate regulatory agency
for such organization for purposes of those sections 19(d)(2)
and 19(e)(1), except that, for purposes of this paragraph—
H. R. 3763—23
 
(A) section 105(e) of this Act (rather than that section
19(d)(2)) shall govern the extent to which application for,
or institution by the Commission on its own motion of,
review of any disciplinary action of the Board operates
as a stay of such action;
 
(B) references in that section 19(e)(1) to ‘‘members’’
of such an organization shall be deemed to be references
to registered public accounting firms;
 
(C) the phrase ‘‘consistent with the purposes of this
title’’ in that section 19(e)(1) shall be deemed to read ‘‘consistent
with the purposes of this title and title I of the
Sarbanes-Oxley Act of 2002’’;
 
(D) references to rules of the Municipal Securities Rulemaking
Board in that section 19(e)(1) shall not apply; and
 
(E) the reference to section 19(e)(2) of the Securities
Exchange Act of 1934 shall refer instead to section 107(c)(3)
of this Act.
 
(3) COMMISSION MODIFICATION AUTHORITY.—The Commission
may enhance, modify, cancel, reduce, or require the remission
of a sanction imposed by the Board upon a registered
public accounting firm or associated person thereof, if the
Commission, having due regard for the public interest and
the protection of investors, finds, after a proceeding in accordance
with this subsection, that the sanction—
 
(A) is not necessary or appropriate in furtherance of
this Act or the securities laws; or
 
(B) is excessive, oppressive, inadequate, or otherwise
not appropriate to the finding or the basis on which the
sanction was imposed.
 
(d) CENSURE OF THE BOARD; OTHER SANCTIONS.—
 
(1) RESCISSION OF BOARD AUTHORITY.—The Commission,
by rule, consistent with the public interest, the protection of
investors, and the other purposes of this Act and the securities
laws, may relieve the Board of any responsibility to enforce
compliance with any provision of this Act, the securities laws,
the rules of the Board, or professional standards.
 
(2) CENSURE OF THE BOARD; LIMITATIONS.—The Commission
may, by order, as it determines necessary or appropriate in
the public interest, for the protection of investors, or otherwise
in furtherance of the purposes of this Act or the securities
laws, censure or impose limitations upon the activities, functions,
and operations of the Board, if the Commission finds,
on the record, after notice and opportunity for a hearing, that
the Board—
 
(A) has violated or is unable to comply with any provision
of this Act, the rules of the Board, or the securities
laws; or
 
(B) without reasonable justification or excuse, has
failed to enforce compliance with any such provision or
rule, or any professional standard by a registered public
accounting firm or an associated person thereof.
 
(3) CENSURE OF BOARD MEMBERS; REMOVAL FROM OFFICE.—
The Commission may, as necessary or appropriate in the public
interest, for the protection of investors, or otherwise in furtherance
of the purposes of this Act or the securities laws, remove
from office or censure any member of the Board, if the Commission
finds, on the record, after notice and opportunity for a
hearing, that such member—
 
(A) has willfully violated any provision of this Act,
the rules of the Board, or the securities laws;
 
(B) has willfully abused the authority of that member; or
 
(C) without reasonable justification or excuse, has
failed to enforce compliance with any such provision or
rule, or any professional standard by any registered public
accounting firm or any associated person thereof.

 

 
   

 

 

Sarbanes Oxley Compliance Professionals Association (SOXCPA)

Certified Sarbanes-Oxley Expert (CSOE) - Distance learning and online certification program