[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4652 Introduced in House (IH)]

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118th CONGRESS
  1st Session
                                H. R. 4652

 To amend the Securities Exchange Act of 1934 to establish within the 
    Securities and Exchange Commission the Public Company Advisory 
                   Committee, and for other purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             July 14, 2023

  Mr. Lucas introduced the following bill; which was referred to the 
                    Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
 To amend the Securities Exchange Act of 1934 to establish within the 
    Securities and Exchange Commission the Public Company Advisory 
                   Committee, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

     This Act may be cited as the ``Public Company Advisory Committee 
Act of 2023''.

SEC. 2. PUBLIC COMPANY ADVISORY COMMITTEE.

    The Securities Exchange Act of 1934 is amended by inserting after 
section 40 (15 U.S.C. 78qq) the following:

``SEC. 40A. PUBLIC COMPANY ADVISORY COMMITTEE.

    ``(a) Establishment and Purpose.--
            ``(1) Establishment.--There is established within the 
        Commission the Public Company Advisory Committee (referred to 
        in this section as the `Committee').
            ``(2) Purpose.--The Committee shall--
                    ``(A) provide the Commission with advice on its 
                rules, regulations, and policies with regard to its 
                mission of protecting investors, maintaining fair, 
                orderly, and efficient markets, and facilitating 
                capital formation, as they relate to the following:
                            ``(i) ``existing and emerging regulatory 
                        priorities of the Commission;
                            ``(ii) issues relating to the public 
                        reporting and corporate governance of public 
                        companies;
                            ``(iii) issues relating to the proxy 
                        process for shareholder meetings held by public 
                        companies;
                            ``(iv) issues relating to trading in the 
                        securities of public companies; and
                            ``(v) issues relating to capital formation; 
                        and
                    ``(B) submit to the Commission such findings and 
                recommendations as the Committee determines are 
                appropriate, including recommendations for proposed 
                regulatory and legislative changes.
    ``(b) Membership.--
            ``(1) In general.--The membership of the Committee shall be 
        not fewer than 10, and not more than 20, members appointed by 
        the Commission from among individuals who--
                    ``(A) are officers, directors, or senior officials 
                of public companies registered with the Commission 
                under the Securities Act or 1933 and this Act, except 
                for those public companies that own asset management, 
                fixed income, investment advisory, broker-dealer, or 
                proxy services businesses;
                    ``(B) are executives or other individuals with 
                senior managerial responsibility in business, 
                professional, trade, and industry associations that 
                represent the interests of such public companies; and
                    ``(C) are professional advisers and service 
                providers to such public companies (including 
                attorneys, accountants, investment bankers, and 
                financial advisers).
            ``(2) Qualifications.--At least 50 percent of the Committee 
        membership shall be drawn from individuals who would qualify 
        for membership under paragraph (1)(A).
            ``(3) Term.--Each member of the Committee appointed under 
        paragraph (1) shall serve for a term of four years. Vacancies 
        among the members, whether caused by the resignation, death, 
        removal, expiration of a term, or otherwise, will be filled 
        consistent with the Commission's procedures then in effect.
            ``(4) Staggered terms.--The members of the Committee shall 
        serve staggered terms, with one-third of the initial members of 
        the Committee each serving for 1, 2, or 3 years.
            ``(5) Members not on other advisory committees.--Public 
        companies and other organizations that are currently 
        represented on any other Commission Advisory Committee are not 
        eligible to have representatives also serve on the Public 
        Company Advisory Committee.
            ``(6) Members not commission employees.--Members appointed 
        under paragraph (1) shall not be considered to be employees or 
        agents of the Commission solely because of membership on the 
        Committee.
    ``(c) Chair; Vice Chair; Secretary; Assistant Secretary.--
            ``(1) In general.--The members of the Committee shall 
        elect, from among the members of the Committee--
                    ``(A) a Chair;
                    ``(B) a Vice Chair;
                    ``(C) a Secretary; and
                    ``(D) an Assistant Secretary.
            ``(2) Term.--Each member elected under paragraph (1) shall 
        serve for a term of two years in the capacity the member was 
        elected under paragraph (1).
            ``(3) Subcommittees.--The Chair may create subcommittees 
        that hold public or non-public meetings and provide 
        recommendations to the full Committee.
    ``(d) Meetings.--
            ``(1) Frequency of meetings.--The Committee shall meet--
                    ``(A) not less frequently than twice annually, at 
                the call of the chair of the Committee; and
                    ``(B) from time to time, at the call of the 
                Commission.
            ``(2) Notice.--The Chair of the Committee shall give the 
        members of the Committee written notice of each meeting, not 
        later than two weeks before the date of the meeting.
    ``(e) Compensation and Travel Expenses.--Each member of the 
Committee who is not a full-time employee of the United States shall--
            ``(1) be entitled to receive compensation at a rate not to 
        exceed the daily equivalent of the annual rate of basic pay in 
        effect for a position at level V of the Executive Schedule 
        under section 5316 of title 5, United States Code, for each day 
        during which the members is engaged in the actual performance 
        of the duties of the Committee; and
            ``(2) while away from the home or regular place of business 
        of the member in the performance of services for the Committee, 
        be allowed travel expenses, including per diem in lieu of 
        subsistence, in the same manner as persons employed 
        intermittently in the Government service are allowed expenses 
        under section 5703(b) of title 5, United States Code.
    ``(f) Staff.--The Commission shall make available to the Committee 
such staff as the chairman of the Committee determines are necessary to 
carry out this section.
    ``(g) Review by Commission.--The Commission shall--
            ``(1) review the findings and recommendations of the 
        Committee; and
            ``(2) each time the Committee submits a finding or 
        recommendation to the Commission, promptly issue a public 
        statement--
                    ``(A) assessing the finding or recommendation of 
                the Committee; and
                    ``(B) disclosing the action, if any, the Commission 
                intends to take with respect to the finding or 
                recommendation.
    ``(h) Committee Findings.--Nothing in this section shall require 
the Commission to agree to or act upon any finding or recommendation of 
the Committee.
    ``(i) Nonapplicability of FACA.--Chapter 10 of part I of title 5, 
United States Code, shall not apply to the Committee and its 
activities.''.
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