【正文】 member shall be 5 years, and until a successor is appointed, except that—(i) the terms of office of the initial Board members(other than the chairperson) shall expire in annualincrements, 1 on each of the first 4 anniversaries ofthe initial date of appointment。 (5) perform such other duties or functions as the Board(or the Commission, by rule or order) determines are necessary or appropriate to promote high professional standards among, and improve the quality of audit services offered by, registered public accounting firms and associated persons thereof, or other wise to carry out this Act, in order to protect investors, orto further the public interest。(3) conduct inspections of registered public accountingfirms, in accordance with section 104 and the rules of the Board。 ADMINISTRATIVE PROVISIONS.(a) ESTABLISHMENT OF BOARD.—There is established the PublicCompany Accounting Oversight Board, to oversee the audit of publicpanies that are subject to the securities laws, and related matters,in order to protect the interests of investors and furtherthe public interest in the preparation of informative, accurate,and independent audit reports for panies the securities of whichare sold to, and held by and for, public investors. The Board shallbe a body corporate, operate as a nonprofit corporation, and havesuccession until dissolved by an Act of Congress.(b) STATUS.—The Board shall not be an agency or establishmentof the United States Government, and, except as otherwise providedin this Act, shall be subject to, and have all the powers conferredupon a nonprofit corporation by, the District of Columbia NonprofitCorporation Act. No member or person employed by, or agent for,the Board shall be deemed to be an officer or employee of oragent for the Federal Government by reason of such service.(c) DUTIES OF THE BOARD.—The Board shall, subject to action by the Commission under section 107, and once a determination is made by the Commission under subsection (d) of this section—(1) register public accounting firms that prepare auditreports for issuers, in accordance with section 102。(2) the authority of the Commission to set standards foraccounting or auditing practices or auditor independence,derived from other provisions of the securities laws or therules or regulations thereunder, for purposes of the preparationand issuance of any audit report, or otherwise under applicablelaw。 and(D) in subsection (f), by inserting ‘‘or the Public CompanyAccounting Oversight Board’’ after ‘‘selfregulatoryorganization’’ each place that term appears.(3) CEASEANDDESIST PROCEEDINGS.—Section 21C(c)(2) of the Securities Exchange Act of 1934 (15 . 78u–3(c)(2)) is amended by inserting ‘‘registered public accounting firm (as defined in section 2 of the SarbanesOxley Act of 2002),’’ after ‘‘government securities dealer,’’.(4) ENFORCEMENT BY FEDERAL BANKING AGENCIES.—Section 12(i) of the Securities Exchange Act of 1934 (15 . 78l(i)) is amended by—(A) striking ‘‘sections 12,’’ each place it appears andinserting ‘‘sections 10A(m), 12,’’。(B) in subsection (d)(1), by inserting ‘‘the rules of thePublic Company Accounting Oversight Board, of which such person is a registered public accounting firm or a personassociated with such a firm,’’ after ‘‘is a participant,’’。 and(ii) are established or adopted by the Board undersection 103(a), or are promulgated as rules of theCommission.(11) PUBLIC ACCOUNTING FIRM.—The term ‘‘public accounting firm’’ means—(A) a proprietorship, partnership, incorporated association, corporation, limited liability pany, limited liability partnership, or other legal entity that is engaged in the practice of public accounting or preparing or issuing audit reports。 and(ii) relevant to audit reports for particular issuers,or dealt with in the quality control system of a particular registered public accounting firm。 or(ii) asserts that no such opinion can be expressed.(5) BOARD.—The term ‘‘Board’’ means the Public Company Accounting Oversight Board established under section 101.(6) COMMISSION.—The term ‘‘Commission’’ means the Securities and Exchange Commission.(7) ISSUER.—The term ‘‘issuer’’ means an issuer (as defined in section 3 of the Securities Exchange Act of 1934 (15 . 78c)), the securities of which are registered under section 12 of that Act (15 . 78l), or that is required to file reports under section 15(d) (15 . 78o(d)), or that files or has filed a registration statement that has not yet bee effective under the Securities Act of 1933 (15 . 77a et seq.), andthat it has not withdrawn.(8) NONAUDIT SERVICES.—The term ‘‘nonaudit services’’ means any professional services provided to an issuer by aregistered public accounting firm, other than those providedto an issuer in connection with an audit or a review of thefinancial statements of an issuer.(9) PERSON ASSOCIATED WITH A PUBLIC ACCOUNTING FIRM.—(A) IN GENERAL.—The terms ‘‘person associated witha public accounting firm’’ (or with a ‘‘registered publicaccounting firm’’) and ‘‘a(chǎn)ssociated person of a publicaccounting firm’’ (or of a ‘‘registered public accountingfirm’’) mean any individual proprietor, partner, shareholder, principal, accountant, or other professionalemployee of a public accounting firm, or any other independent contractor or entity that, in connection with thepreparation or issuance of any audit report— 116 STAT. 748 PUBLIC LAW 107–204—JULY 30, 2002(i) shares in the profits of, or receives pensationin any other form from, that firm。 and(B) if no such mittee exists with respect to anissuer, the entire board of directors of the issuer.(4) AUDIT REPORT.—The term ‘‘a(chǎn)udit report’’ means a document or other record—(A) prepared following an audit performed for purposesof pliance by an issuer with the requirements of thesecurities laws。 table of cont