TITLE II - AUDITOR INDEPENDENCE
SEC. 202. PREAPPROVAL REQUIREMENTS.
Section 10A of the Securities Exchange Act of 1934 (15 22 U.S.C. 78j–1),
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.".
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