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Sarbanes Oxley
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SEC. 2. DEFINITIONS.
(a) IN GENERAL.—In
this Act, the following definitions shall
apply:
(1) 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.
(2) 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.
(3) AUDIT COMMITTEE.—The
term ‘‘audit committee’’
means—
(A) 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
(B) if no
such committee exists with respect to an
issuer, the
entire board of directors of the issuer.
(4) AUDIT REPORT.—The
term ‘‘audit report’’ means a document
or other
record—
(A) prepared
following an audit performed for purposes
of compliance
by an issuer with the requirements of the
securities
laws; and
(B) in which
a public accounting firm either—
(i) sets
forth the opinion of that firm regarding
a financial
statement, report, or other document; or
(ii) asserts
that no such opinion can be expressed.
(5) BOARD.—The
term ‘‘Board’’ means the Public Company
Accounting
Oversight Board established under section 101.
(6) COMMISSION.—The
term ‘‘Commission’’ means the Securities
and Exchange
Commission.
(7) ISSUER.—The
term ‘‘issuer’’ means an issuer (as defined
in section 3
of the Securities Exchange Act of 1934 (15
U.S.C.
78c)), the
securities of which are registered under
section 12
of that Act
(15 U.S.C. 78l), or that is required to file
reports
under section
15(d) (15 U.S.C. 78o(d)), or that files or has
filed a
registration statement that has not yet become
effective
under the
Securities Act of 1933 (15 U.S.C. 77a et
seq.), and
that it has
not withdrawn.
(8) 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.
(9) PERSON ASSOCIATED WITH A PUBLIC ACCOUNTING
FIRM.—
(A) 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—
(i) shares in
the profits of, or receives compensation
in any other
form from, that firm; or
(ii)
participates as agent or otherwise on behalf
of such
accounting firm in any activity of that firm.
(B) 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.
(10) PROFESSIONAL
STANDARDS.—The term ‘‘professional
standards’’
means—
(A)
accounting principles that are—
(i)
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 (15 U.S.C. 17a(s))
or section
13(b) of the Securities Exchange Act of 1934
(15 U.S.C.
78a(m)); and
(ii) relevant
to audit reports for particular issuers,
or dealt with
in the quality control system of a particular
registered
public accounting firm; and
(B) 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—
(i) relate to
the preparation or issuance of audit
reports for
issuers; and
(ii) are
established or adopted by the Board under
section
103(a), or are promulgated as rules of the
Commission.
(11) PUBLIC
ACCOUNTING FIRM.—The term ‘‘public
accounting
firm’’ means—
(A) 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
(B) to the
extent so designated by the rules of the
Board, any
associated person of any entity described in
subparagraph
(A).
(12) REGISTERED
PUBLIC ACCOUNTING FIRM.—The term
‘‘registered
public
accounting firm’’ means a public accounting
firm
registered
with the Board in accordance with this Act.
(13) 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.
(14) SECURITY.—The
term ‘‘security’’ has the same meaning
as in section
3(a) of the Securities Exchange Act of 1934
(15
U.S.C.
78c(a)).
(15) 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 (15 U.S.C. 78c(a)(47)),
as
amended by
this Act, and includes the rules, regulations,
and
orders issued
by the Commission thereunder.
(16) 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.
(b) CONFORMING
AMENDMENT.—Section 3(a)(47) of the
Securities
Exchange Act
of 1934 (15 U.S.C. 78c(a)(47)) is amended by
inserting
‘‘the Sarbanes-Oxley Act of 2002,’’ before
‘‘the Public’’.
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