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The Sarbanes-Oxley Act of 2002 Section 1105 - Authority of the Commission to Prohibit Persons from Serving as Officers or Directors.

The Sarbanes-Oxley Act of 2002

TITLE XI - CORPORATE FRAUD ACCOUNTABILITY

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SEC. 1105. AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS FROM SERVING AS OFFICERS OR DIRECTORS.

(a) SECURITIES EXCHANGE ACT OF 1934. — Section 21C of the Securities Exchange Act of 1934 (15 U.S.C. 78u–3) is amended by adding at the end the following:

"(f) AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS FROM SERVING AS OFFICERS OR DIRECTORS. — In any cease-and-desist proceeding under subsection (a), the Commission may issue an order to prohibit, conditionally or unconditionally, and permanently or for such period of time as it shall determine, any person who has violated section 10(b) or the rules or regulations thereunder, from acting as an officer or director of any issuer that has a class of securities registered pursuant to section 12, or that is required to file reports pursuant to section 15(d), if the conduct of that person demonstrates unfitness to serve as an officer or director of any such issuer.".

(b) SECURITIES ACT OF 1933. — Section 8A of the Securities Act of 1933 (15 U.S.C. 77h–1) is amended by adding at the end of the following:

"(f) AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS FROM SERVING AS OFFICERS OR DIRECTORS. — In any cease-and-desist proceeding under subsection (a), the Commission may issue an order to prohibit, conditionally or unconditionally, and permanently or for such period of time as it shall determine, any person who has violated section 17(a)(1) or the rules or regulations thereunder, from acting as an officer or director of any issuer that has a class of securities registered pursuant to section 12 of the Securities Exchange Act of 1934, or that is required to file reports pursuant to section 15(d) of that Act, if the conduct of that person demonstrates unfitness to serve as an officer or director of any such issuer.".

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About OpenPages

OpenPages is the leading provider of Governance, Compliance and Risk Management solutions for Sarbanes-Oxley Compliance, Financial Controls Management, General Compliance Management, Operational Risk Management and IT Governance. The company’s solutions provide the visibility, decision support and control to improve accountability, better manage risk, achieve compliance with numerous regulations, improve operational performance and align strategies to ensure better results.

Market-leading corporations in financial services, manufacturing, telecommunications, media/entertainment, retail/consumer, energy, high technology, health services and life sciences rely on OpenPages to help them achieve sustainable governance, risk and compliance management -- enabling them to become well-governed businesses. Founded in 1996, the company is headquartered in Waltham, Massachusetts, with regional offices throughout North America and international offices in London, Munich, Paris, Tokyo and Hong Kong.

For more information on OpenPages' suite of business governance software solutions or to register for an online demonstration, please call 781-693-5999 or visit www.openpages.com.