Public Company Advisory Committee Act

Summary#

This bill creates the Public Company Advisory Committee inside the Securities and Exchange Commission (SEC). The Committee will give the SEC advice on rules, regulations, and policies related to the SEC's mission of protecting investors, keeping markets fair and orderly, and supporting capital formation. Topics the Committee may advise on include regulatory priorities, public company reporting and corporate governance, the shareholder proxy process, trading in public company securities, and capital formation. The Committee is not allowed to give advice about the SEC's enforcement program.

The Committee will have 10 to 20 members appointed by the Commission. Members must be drawn from: (A) officers, directors, or senior officials of public companies (with certain ownership exceptions for companies that own asset management, investment advisory, broker-dealer, fixed income, or proxy services businesses); (B) executives or senior staff of trade or industry associations that represent such public companies; and (C) professional advisers and service providers to public companies (for example, attorneys, accountants, investment bankers, and financial advisers). At least half the members must be from category (A). Members serve four-year terms with staggered initial terms (half serve two years and half serve four years). Members may not represent organizations that already have representation on any other SEC advisory committee. Committee members are not considered SEC employees by virtue of serving on the Committee.

The Committee will elect a Chair, Vice Chair, Secretary, and Assistant Secretary from among its members, each serving two-year officer terms. The Chair may form subcommittees that hold public or non-public meetings. The Committee must meet at least twice a year and when called by the SEC. Members must receive written meeting notice at least two weeks before each meeting.

Non–full-time federal employees on the Committee are eligible for compensation up to the daily equivalent of the Executive Schedule level V rate and for travel and per diem expenses under the same rules that apply to intermittent government service. The SEC will provide staff the Committee chairman considers necessary. When the Committee submits findings or recommendations, the SEC must review them and promptly issue a public statement that assesses the submission and discloses any action the SEC intends to take. The Committee's recommendations are not binding on the SEC. The Federal Advisory Committee Act (FACA) will not apply to this Committee.

What it means for you#

• If you are an officer, director, or senior official of a public company (subject to the ownership exceptions in the bill), you may be eligible for appointment to this SEC advisory Committee.
• If you work for a trade association or advise public companies (attorney, accountant, banker, financial adviser), you may also be eligible for appointment.
• Organizations already represented on other SEC advisory committees cannot also have representatives on this Committee.
• The Committee cannot advise the SEC on enforcement matters.
• The SEC must publicly respond to each recommendation the Committee makes.

Expenses#

• The bill allows non–full-time Committee members to receive pay up to the daily equivalent of Executive Schedule level V for days they perform Committee duties, and to be reimbursed for travel and per diem under existing Federal rules (section 5703(b) of title 5).
• The SEC must provide staff to the Committee as the Committee chair deems necessary.
• No publicly available information on total budgetary costs or specific dollar estimates is included in the bill text.

Proponents' View#

No publicly available information.

Opponents' View#

No publicly available information.