Page:United States Statutes at Large Volume 109 Part 1.djvu/779

 PUBLIC LAW 104-67—DEC. 22, 1995 109 STAT. 763 "(b) REQUIRED RESPONSE TO AUDIT DISCOVERIES.— " (1) INVESTIGATION AND REPORT TO MANAGEMENT. — If, in the course of conducting an audit pursuant to this title to which subsection (a) appHes, the independent public accountant detects or otherwise becomes aware of information indicating that an illegal act (whether or not perceived to have a material effect on the financial statements of the issuer) has or may have occurred, the accountant shall, in accordance with generally accepted auditing standards, as may be modified or supplemented from time to time by the Commission— "(A)(i) determine whether it is likely that an illegal act has occurred; and "(ii) if so, determine and consider the possible effect of the illegal act on the financial statements of the issuer, including any contingent monetary effects, such as fines, penalties, and damages; and "(B) as soon as practicable, inform the appropriate level of the management of the issuer and assure that the audit committee of the issuer, or the board of directors of the issuer in the absence of such a committee, is adequately informed with respect to illegal acts that have been detected or have otherwise come to the attention of such accountant in the course of the audit, unless the illegal act is clearly inconsequential. " (2) RESPONSE TO FAILURE TO TAKE REMEDIAL ACTION.— If, after determining that the audit committee of the board of directors of the issuer, or the board of directors of the issuer in the absence of an audit committee, is adequately informed with respect to illegal acts that have been detected or have otherwise come to the attention of the accountant in the course of the audit of such accountant, the independent public accountant concludes that— "(A) the illegal act has a material effect on the financial statements of the issuer; "(B) the senior management has not taken, and the board of directors has not caused senior management to take, timely and appropriate remedial actions with respect to the illegal act; and "(C) the failure to take remedial action is reasonably expected to warrant departure from a standard report of the auditor, when made, or warrant resignation from the audit engagement; the independent public accountant shall, as soon as practicable, directly report its conclusions to the board of directors. "(3) NOTICE TO COMMISSION; RESPONSE TO FAILURE TO NOTIFY.— An issuer whose board of directors receives a report under paragraph (2) shall inform the Commission by notice not later than 1 business day after the receipt of such report and shall furnish the independent public accountant making such report with a copy of the notice furnished to the Commission. If the independent public accountant fails to receive a copy of the notice before the expiration of the required 1- business-day period, the independent public accountant shall— "(A) resign from the engagement; or "(B) furnish to the Commission a copy of its report (or the documentation of any oral report given) not later than 1 business day following such failure to receive notice.

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