Page:United States Statutes at Large Volume 116 Part 1.djvu/816

 116 STAT. 790 PUBLIC LAW 107-204—JULY 30, 2002 (2) full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the issuer; and (3) compliance with applicable governmental rules and regulations. (d) DEADLINE FOR RULEMAKING. —The Commission shall— (1) propose rules to implement this section, not later than 90 days after the date of enactment of this Act; and (2) issue final rules to implement this section, not later than 180 days after that date of enactment. 15 USC 7265. SEC. 407. DISCLOSURE OF AUDIT COMMITTEE FINANCIAL EXPERT. (a) RULES DEFINING "FINANCIAL EXPERT".— The Commission shall issue rules, as necessary or appropriate in the public interest and consistent with the protection of investors, to require each issuer, together with periodic reports required pursuant to sections 13(a) and 15(d) of the Securities Exchange Act of 1934, to disclose whether or not, and if not, the reasons therefor, the audit committee of that issuer is comprised of at least 1 member who is a financial expert, as such term is defined by the Commission. (b) CONSIDERATIONS.— In defining the term "financial expert" for purposes of subsection (a), the Commission shall consider whether a person has, through education and experience as a public accountant or auditor or a principal financial officer, comptroller, or principal accounting officer of an issuer, or from a position involving the performance of similar functions— (1) an understanding of generally accepted accounting principles and financial statements; (2) experience in— (A) the preparation or auditing of financial statements of generally comparable issuers; and (B) the application of such principles in connection with the accounting for estimates, accruals, and reserves; (3) experience with internal accounting controls; and (4) an understanding of audit committee functions. (c) DEADLINE FOR RULEMAKING.—The Commission shall— (1) propose rules to implement this section, not later than 90 days after the date of enactment of this Act; and (2) issue final rules to implement this section, not later than 180 days after that date of enactment. 15 USC 7266. SEC. 408. ENHANCED REVIEW OF PERIODIC DISCLOSURES BY ISSUERS. (a) REGULAR AND SYSTEMATIC REVIEW. —The Commission shall review disclosures made by issuers reporting under section 13(a) of the Securities Exchange Act of 1934 (including reports filed on Form 10-K), and which have a class of securities listed on a national securities exchange or traded on an automated quotation facility of a national securities association, on a reg^ilar and systematic basis for the protection of investors. Such review shall include a review of an issuer's financial statement. (b) REVIEW CRITERIA. — For purposes of scheduling the reviews required by subsection (a), the Commission shall consider, among other factors— (1) issuers that have issued material restatements of financial results; (2) issuers that experience significant volatility in their stock price as compared to other issuers; (3) issuers with the largest market capitalization;

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