BYLAWS and RULES PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD

Transcription

1 1666 K Street, N.W. Washington, DC Telephone: (202) Facsimile: (202) BYLAWS and RULES OF THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD Revised as of January 31, 2017

2 BYLAWS AND RULES PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD Summary Table of Contents BYLAWS... 1 ETHICS CODE RULES SECTION 1. GENERAL PROVISIONS SECTION 2. REGISTRATION AND REPORTING SECTION 3. PROFESSIONAL STANDARDS SECTION 4. INSPECTIONS SECTION 5. INVESTIGATIONS AND ADJUDICATIONS SECTION 6. INTERNATIONAL SECTION 7. FUNDING i

3 BYLAWS AND RULES PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD Table of Contents BYLAWS... 1 ARTICLE I NAME... 1 ARTICLE II OBJECT Organization Exempt Organization Purposes Exempt Organization Uses of Earnings and Activities ARTICLE III OFFICES Principal Office Other Offices Agent and Office for Service of Process ARTICLE IV GOVERNING BOARD Composition Powers and Duties Quorum Board Action Compensation and Expenses ARTICLE V GOVERNING BOARD MEETINGS Governing Board Meetings Telephonic Participation... 3 ARTICLE VI OFFICERS General Other Officers Powers of the Chief Executive Officer ARTICLE VII LIABILITY AND INDEMNIFICATION No Personal Liability Indemnification Insurance ARTICLE VIII BYLAW AMENDMENTS AND RULES OF THE GOVERNING BOARD Amendments to Bylaws Rules ARTICLE IX MISCELLANEOUS PROVISIONS Fiscal Year Capital Expenditures i

4 9.3. Selection of Auditor Headings Variation of Terms Severability ETHICS CODE EC1. Application of Code EC2. Definitions EC3. General Principles EC4. Financial and Employment Interests EC5. Investments EC6. Outside Activities EC7. Gifts, Reimbursements, Honoraria and Other Things of Value EC8. Disqualification EC9. Non-Public Information EC10. Speaking for the Board EC11. Ethics Officer EC12. Post-Employment Restrictions EC13. Waiver EC14. Certification RULES SECTION 1. GENERAL PROVISIONS Rule [Reserved] Rule Definitions of Terms Employed in Rules (a)(i) [Reserved] (a)(ii) Accountant (a)(iii) Act (a)(iv) Associated Entity (a)(v) Audit (a)(vi) Audit Report (a)(vii) Audit Services (a)(viii) Auditing and Related Professional Practice Standards (a)(ix) Accounting Board Demand (a)(x) Accounting Board Request (a)(xi) Appropriate State Regulatory Authority (a)(xii) Auditor (b)(i) Board (b)(ii) Bar ii

5 (b)(iii) Broker (b)(iv) Broker-Dealer Accounting Support Fee (c)(i) Commission (c)(ii) Counsel (c)(iii) Common Equity (d)(i) Disciplinary Proceeding (d)(ii) Document (d)(iii) Dealer (e)(i) Exchange Act (f)(i) Foreign Public Accounting Firm (f)(ii) Foreign Registered Public Accounting Firm (f)(iii) Foreign Auditor Oversight Authority (h)(i) Hearing Officer (i)(i) Issuer Market Capitalization (i)(ii) Investment Company Act (i)(iii) Issuer (i)(iv) Interested Division (i)(v) Issuer Accounting Support Fee (i)(vi) Invoice (n)(i) [Reserved] (n)(ii) Non-Audit Services (n)(iii) Non-U.S. Inspection (o)(i) Other Accounting Services (o)(ii) Order Instituting Proceedings (p)(i) Person Associated With a Public Accounting Firm (and Related Terms) (p)(ii) Play a Substantial Role in the Preparation or Furnishing of an Audit Report 30 (p)(iii) Public Accounting Firm (p)(iv) Person (p)(v) Party (p)(vi) Professional Standards (r)(i) Registered Public Accounting Firm (r)(ii) Rules or Rules of the Board (r)(iii) Revocation (s)(i) Securities Act (s)(ii) Securities Laws (s)(iii) State (s)(iv) Suspension (s)(v) Self-Regulatory Organization (s)(vi) Secretary (t)(i) Tax Services iii

6 (t)(ii) Tentative Net Capital (t)(iii) Total Accounting Support Fee Rule Time Computation SECTION 2. REGISTRATION AND REPORTING Part 1 Registration of Public Accounting Firms Rule Registration Requirements for Public Accounting Firms Rule Application for Registration Rule Date of Receipt Rule Registration Fee Rule Signatures Rule Conflicting Non-U.S. Laws Rule Action on Applications for Registration (a) Standard for Approval (b) Action on Application (c) Requests for More Information Rule Withdrawal from Registration (a) Request for Leave to Withdraw (b) Form 1-WD (c) Effect of Filing (d) Board Action (e) Automatic Delay of Withdrawal for Pending Disciplinary Proceedings (f) Withdrawal of Form 1-WD (g) Withdrawal Voided for Material Inaccuracies or Omissions Rule Succeeding to the Registration Status of a Predecessor Rule Procedure for Succeeding to the Registration Status of a Predecessor Part 2 Reporting Rule Annual Report Rule Time for Filing of Annual Report Rule Annual Fee Rule Special Reports Rule Signatures Rule Amendments Rule Date of Filing Rule Assertions of Conflicts With Non-U.S. Laws Part 3 Public Availability Of Applications And Reports iv

7 Rule Public Availability of Information Submitted to the Board; Confidential Treatment Requests SECTION 3. PROFESSIONAL STANDARDS Part 1 General Requirements Rule Compliance with Auditing and Related Professional Practice Standards Rule Certain Terms Used in Auditing and Related Professional Practice Standards Rule Auditing Standards Rule Amendments Rule Auditor Reporting of Certain Audit Participants Rule 3300T. Interim Attestation Standards Rule 3400T. Interim Quality Control Standards Part 5 - Ethics Rule 3500T. Interim Ethics and Inpendence Standards Rule Definitions of Terms Employed in Section 3, Part 5 of the Rules (a)(i) Affiliate of the Accounting Firm (a)(ii) Affiliate of the Audit Client (a)(iii) Audit and Professional Engagement Period (a)(iv) Audit Client (a)(v) Audit Committee (c)(i) Confidential Transaction (c)(ii) Contingent Fee (f)(i) Financial Reporting Oversight Role (i)(i) Immediate Family Member (i)(ii) Investment Company Complex Rule Responsibility Not to Knowingly or Recklessly Contribute to Violations Subpart I - Independence Rule Auditor Independence Rule Contingent Fees Rule Tax Transactions (a) Confidential Transactions (b) Aggressive Tax Position Transactions Rule Tax Services for Persons in Financial Reporting Oversight Roles Rule Audit Committee Pre-approval of Certain Tax Services Rule Audit Committee Pre-approval of Non-audit Services Related to Internal Control Over Financial Reporting Rule Communication with Audit Committees Concerning Independence v

8 Part 7 Establishment of Professional Standards Rule Advisory Groups (a) Formation (b) Composition (c) Selection of Members of Advisory Groups (d) Personal Membership (e) Ethical Duties of Advisory Group Members (f) Ad Hoc Task Forces SECTION 4. INSPECTIONS Rule General Rule Regular Inspections Rule Special Inspections Rule Frequency of Inspections Rule Procedure Regarding Possible Violations Rule Record Retention and Availability Rule Duty to Cooperate With Inspectors Rule Procedures Concerning Draft Inspection Reports Rule Procedures Concerning Final Inspection Reports Rule Firm Response to Quality Control Defects Rule Board Public Reports Rule Statement by Foreign Registered Public Accounting Firms Rule Inspections of Foreign Registered Public Accounting Firms Rule 4020T. Interim Inspection Program Related to Audits of Brokers and Dealers (a) Purposes of Interim Inspection Program (b) Definitions (c) Interim Program of Inspection (d) Reporting SECTION 5. INVESTIGATIONS AND ADJUDICATIONS Rule General Part 1 Inquiries and Investigations Rule Informal Inquiries (a) Commencement of an Informal Inquiry (b) Informal Inquiry Activities Rule Commencement and Closure of Investigations (a) Commencement of Investigations (b) Closure of Investigations vi

9 Rule Testimony of Registered Public Accounting Firms and Associated Persons in Investigations (a) General (b) Accounting Board Demand for Testimony (c) Conduct of Examination (d) Transcript Rule Demands for Production of Audit Workpapers and Other Documents from Registered Public Accounting Firms and Associated Persons (a) General (b) Time and Manner of Production Rule Examination of Books and Records in Aid of Investigations Rule Requests for Testimony or Production of Documents from Persons Not Associated With Registered Public Accounting Firms (a) Testimony (b) Documents Rule Assertion of Claim of Privilege (a) Required Information Supporting Assertion (b) Claims During Testimony (c) Claims Other than During Testimony Rule Uniform Definitions in Demands and Requests for Information (a) General (b) Scope (c) Definitions (d) Rules of Construction Rule Confidentiality of Investigatory Records Rule Rights of Witnesses in Inquiries and Investigations (a) Review of Order of Formal Investigation (b) Right to Counsel (c) Inspection and Copying (d) Statements of Position Rule Noncooperation with an Investigation (a) Grounds for Instituting Proceedings (b) Special and Expedited Procedures Rule Requests for Issuance of Commission Subpoenas in Aid of an Investigation (a) General (b) Application for a Subpoena Rule Coordination and Referral of Investigations (a) Commission Notification of Order of Formal Investigation (b) Board Referrals of Investigations vii

10 (c) Commission-directed Referrals of Investigations Rule Reliance on the Investigations of Non-U.S. Authorities Part 2 Disciplinary Proceedings Rule Commencement of Disciplinary Proceedings (a) Grounds for Commencement of Disciplinary Proceedings (b) Appointment of a Hearing Officer (c) Separation of Functions (d) Consolidation of Proceedings Rule Notification of Commencement of Disciplinary Proceedings (a) Notice (b) Content of Order Instituting Proceedings (c) Notice of a Hearing on a Registration Application (d) Amendment to Order Instituting Proceedings Rule Record of Disciplinary Proceedings (a) Contents of the Record (b) Documents Not Admitted (c) Substitution of Copies (d) Preparation of Record and Certification of Record Index (e) Final Transmittal of Record Items to the Secretary Rule Public and Private Hearings Rule Determinations in Disciplinary Proceedings (a) Burden of Proof (b) Initial Decision of a Hearing Officer (c) Filing, Service and Publication (d) When Final Rule Settlement of Disciplinary Proceedings Without a Determination After Hearing (a) Availability (b) Procedure (c) Consideration of Offers of Settlement Rule Automatic Stay of Final Disciplinary Actions Part 3 Disciplinary Sanctions Rule Sanctions (a) Sanctions in Proceedings Instituted Pursuant to Rule 5200(a)(1) or Rule 5200(a)(2) (b) Sanctions in Proceedings Instituted Pursuant to Rule 5200(a)(3) Rule Effect of Sanctions (a) Effect on Persons (b) Effect on Registered Public Accounting Firms viii

11 Rule Applications for Relief From, or Modification of, Revocations and Bars (a) Application for Registration After a Revocation of Registration (b) Petition to Terminate a Bar (c) Application for Termination of Other Revocations and Bars (d) Application for Termination of Sanctions for Noncooperation (e) Applications for Termination of Other Sanctions Rule Use of Money Penalties Rule Summary Suspension for Failure to Pay Money Penalties (a) Registered Public Accounting Firms (b) Associated Persons Part 4 Rules of Board Procedure Rule Hearings Rule Appearance and Practice Before the Board (a) Representing Oneself (b) Representing Others (c) Designation of Address for Service; Notice of Appearance; Power of Attorney; Withdrawal Rule Hearing Officer Disqualification and Withdrawal (a) Motion for Withdrawal (b) Appointment of a Replacement Hearing Officer Rule Ex Parte Communications Rule Service of Papers by Parties Rule Filing of Papers With the Board: Procedure (a) When to File (b) Where to File Rule Filing of Papers: Form (a) Specifications (b) Form of Briefs Rule Filing of Papers: Signature Requirement and Effect Rule Motions (a) Generally (b) Opposing and Reply Briefs (c) Length Limitation Rule Default and Motions to Set Aside Default (a) Default (b) Motion to Set Aside Default Rule Additional Time For Service by Mail Rule Modifications of Time, Postponements and Adjournments Rules [Reserved] ix

12 Rule Stay Requests (a) Leave to Participate to Request a Stay (b) Stay to Protect Ongoing Commission Investigation (c) Other Stays Rule Answer to Allegations (a) When Required (b) When to File (c) Contents of Answer and Effect of Failure to Deny Rule Availability of Documents For Inspection and Copying (a) Documents to be Available for Inspection and Copying (b) Documents That May Be Withheld (c) Procedures Concerning Withheld Documents (d) Timing of Inspection and Copying (e) Place of Inspection and Copying (f) Copying Costs and Procedures (g) Failure to Make Documents Available Harmless Error Rule Production of Witness Statements (a) Availability (b) Failure to Produce - Harmless Error (c) Definition of Statement Rule Accounting Board Demands and Commission Subpoenas (a) Accounting Board Demands and Requests (b) Commission Subpoenas Rule Depositions to Preserve Testimony for Hearing (a) Procedure (b) Required Finding When Ordering a Deposition (c) Procedure at Depositions (d) Objections to Questions or Evidence (e) Filing of Depositions Rule Prior Sworn Statements of Witnesses in Lieu of Live Testimony Rule Motion for Summary Disposition (a) For Interested Division (b) For Respondent (c) Pre-motion Conference Required (d) Decision on Motion (e) Lengths of Briefs Rules [Reserved] Rule Record of Hearings (a) Recordation (b) Availability of a Transcript x

13 (c) Transcript Correction Rule Evidence: Admissibility Rule Evidence: Objections and Offers of Proof (a) Objections (b) Offers of Proof Rule Evidence: Presentation Under Oath or Affirmation Rule Evidence: Presentation, Rebuttal and Cross-examination Rule Post-hearing Briefs and Other Submissions Rules [Reserved] Rule Board Review of Determinations of Hearing Officers (a) Petition for Review of Initial Decision by Hearing Officers (b) Review on Board's Initiative (c) De Novo Review (d) Limitations on Matters Reviewed (e) Summary Affirmance Rule Interlocutory Review (a) Availability (b) Certification Process (c) Proceedings Not Stayed Rule Briefs Filed with the Board (a) Briefing Schedule Order (b) Contents of Briefs (c) Length Limitation Rule Oral Argument Before the Board (a) Availability (b) Procedure (c) Time Allowed (d) Participation of Board Members Rule Additional Evidence Rule Record Before the Board (a) Contents of the Record (b) Transmittal of Record to Board (c) Review of Documents Not Admitted Rule Reconsideration (a) Scope of Rule (b) Procedure Rule Receipt of Petitions for Commission or Judicial Review Rule Appeal of Actions Made Pursuant to Delegated Authority (a) Notice of Intention to Petition for Review (b) Petition for Review xi

14 Rule Board Consideration of Actions Made Pursuant to Delegated Authority (a) Board Review (b) No Stay of Effect of Delegated Action Rules [Reserved] Part 5 Hearings on Disapproval of Registration Applications Rule Commencement of Hearing on Disapproval of a Registration Application Rule Procedures for a Hearing on Disapproval of a Registration Application SECTION 6. INTERNATIONAL Rule Assisting Non-U.S. Authorities in Inspections Rule Assisting Non-U.S. Authorities in Investigations SECTION 7. FUNDING Rule [Reserved] Rule Accounting Support Fees Rule Allocation of Accounting Support Fee (a) Classes of Issuers (b) Allocation of Issuer Accounting Support Fee Among Issuers (c) Adjustments Rule Allocation of Broker-Dealer Accounting Support Fee (a) Classes of Brokers and Dealers (b) Allocation of Broker-Dealer Accounting Support Fee (c) Adjustments Rule Assessment of Accounting Support Fees (a) Amount of Assessment (b) Notice of Assessment (c) Petition for Correction Rule Collection of Accounting Support Fees (a) Accounting Support Fee Payment Due Date (b) Determination of Payment of Accounting Support Fee by Registered Accounting Firm (c) Reports of Non-payment Rule Service as Designated Collection Agent Rule Excess Funds xii