Public Company Advisory Committee

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

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 the rules, regulations, and policies of the Commission with regard to the Commission’s mission of protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation, as they relate to—(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;(B)not provide any advice with respect to any policies, practices, actions, or decisions concerning the Commission’s enforcement program; and(C)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 of 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 4 years. Vacancies among the members, whether caused by the resignation, death, removal, expiration of a term, or otherwise, shall be filled consistent with the Commission’s procedures then in effect.(4)

Staggered terms

The members of the Committee shall serve staggered terms, with half of the initial members of the Committee each serving for 2 years and half serving for 4 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 2 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 2 weeks before the date of the meeting.(e)

Staff

The Commission shall make available to the Committee such staff as the Chair of the Committee determines are necessary to carry out this section.(f)

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.(g)

Committee findings

Nothing in this section shall require the Commission to agree to or act upon any finding or recommendation of the Committee.(h)

Nonapplicability of FACA

Chapter 10 of part I of title 5, United States Code, shall not apply to the Committee and the activities of the Committee.