[Congressional Bills 117th Congress]
[From the U.S. Government Publishing Office]
[H.R. 7245 Introduced in House (IH)]
<DOC>
117th CONGRESS
2d Session
H. R. 7245
To establish a whistleblower program at the Public Company Accounting
Oversight Board, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
March 28, 2022
Ms. Garcia of Texas (for herself, Ms. Porter, Ms. Dean, Ms. Adams, Mr.
Carter of Louisiana, and Mr. Green of Texas) introduced the following
bill; which was referred to the Committee on Financial Services, and in
addition to the Committee on the Budget, for a period to be
subsequently determined by the Speaker, in each case for consideration
of such provisions as fall within the jurisdiction of the committee
concerned
_______________________________________________________________________
A BILL
To establish a whistleblower program at the Public Company Accounting
Oversight Board, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``PCAOB Whistleblower Protection Act
of 2022''.
SEC. 2. WHISTLEBLOWER INCENTIVES AND PROTECTION.
The Sarbanes-Oxley Act of 2002 is amended--
(1) in section 105 (15 U.S.C. 7215) by adding at the end
the following:
``(f) Whistleblower Incentives and Protection.--
``(1) Definitions.--In this subsection the following
definitions shall apply:
``(A) Covered proceeding.--The term `covered
proceeding' means any disciplinary proceeding by the
Board initiated after the date of the enactment of this
subsection that results in monetary sanctions exceeding
$250,000.
``(B) Original information.--The term `original
information' means information that--
``(i) is derived from the independent
knowledge or analysis of a whistleblower;
``(ii) is not known to the Board from any
other source, unless the whistleblower is the
original source of the information; and
``(iii) is not exclusively derived from an
allegation made in a disciplinary proceeding,
in a judicial or administrative hearing, in a
governmental report, hearing, audit, or
investigation, or from the news media, unless
the whistleblower is a source of the
information.
``(C) Monetary sanctions.--The term `monetary
sanctions' means any civil money penalties imposed by
the Board under subsection (c)(4) as modified by the
Commission under section 107(c)(3).
``(D) Whistleblower.--
``(i) In general.--The term `whistleblower'
means any individual who provides, or two or
more individuals acting jointly who provide,
information relating to a violation of this
Act, the rules of the Board, the provisions of
the securities laws relating to the preparation
and issuance of audit reports and the
obligations and liabilities of accountants with
respect thereto, including the rules of the
Board issued pursuant to this Act, or
professional standards.
``(ii) Special rule.--Solely for the
purposes of paragraph (7), the term
`whistleblower' shall also include any
individual who takes an action described in
paragraph 7(A), or two or more individuals
acting jointly who take an action described in
paragraph 7(A).
``(2) Awards.--
``(A) In general.--In any covered disciplinary
proceeding, the Board shall pay an award or awards to
one or more whistleblowers who voluntarily provided
original information to the Board that resulted in the
board imposing monetary sanctions, in an aggregate
amount determined in the discretion of the Board but
equal to--
``(i) not less than 10 percent, in total,
of what has been collected of the monetary
sanctions imposed; and
``(ii) not more than 30 percent, in total,
of what has been collected of the monetary
sanctions.
``(B) Payment of awards.--Any amount paid under
this subparagraph shall be paid from any funds
generated from the collection of monetary sanctions.
``(3) Determination of amount of award; denial of award.--
``(A) Determination of amount of award.--
``(i) Discretion.--The determination of the
amount of an award made under paragraph (2)
shall be in the discretion of the Board.
``(ii) Criteria.--In determining the amount
of an award made under subparagraph (A), the
Board shall take into consideration--
``(I) the significance of the
information provided by the
whistleblower to the success of the
disciplinary proceeding;
``(II) the degree of assistance
provided by the whistleblower and any
legal representative of the
whistleblower in a disciplinary
proceeding; and
``(III) the programmatic interest
of the Board in deterring violations by
making awards to whistleblowers who
provide information that lead to
successful enforcement.
``(B) Denial of award.--No award under subparagraph
(A) shall be made--
``(i) to any whistleblower who is, or was
at the time the whistleblower acquired the
original information submitted to the Board, a
member, officer, or employee of--
``(I) an appropriate regulatory
agency (as such term is defined in
section 3 of the Securities Exchange
Act of 1934);
``(II) the Department of Justice;
``(III) a self-regulatory
organization (as such term is defined
in section 34 of the Securities
Exchange Act of 1934);
``(IV) the Public Company
Accounting Oversight Board; or
``(V) a law enforcement
organization;
``(ii) to any whistleblower who is
convicted of a criminal violation related to
the Board finding for which the whistleblower
otherwise could receive an award under this
section;
``(iii) to any whistleblower who gains the
information through the performance of an audit
of financial statements required under the
securities laws and for whom such submission
would be contrary to the requirements of
section 10A of the Securities Exchange Act of
1934 (15 U.S.C. 78j-1); and
``(iv) to any whistleblower who fails to
submit information to the Board in such form as
the Board may, by rule, require.
``(4) Representation.--
``(A) Permitted representation.--Any whistleblower
who makes a claim for an award under paragraph (2) may
be represented by counsel.
``(B) Required representation.--
``(i) In general.--Any whistleblower who
anonymously makes a claim for an award under
paragraph (2) shall be represented by counsel
if the whistleblower anonymously submits the
information upon which the claim is based.
``(ii) Disclosure of identity.--Prior to
the payment of an award, a whistleblower shall
disclose the identity of the whistleblower and
provide such other information as the Board may
require, directly or through counsel, for the
whistleblower.
``(5) No contract necessary.--No contract with the Board is
necessary for any whistleblower to receive an award under
paragraph (2), unless otherwise required by the Board by rule.
``(6) Appeals.--Any determination made under this
subsection, including whether, to whom, or in what amount to
make awards, shall be in the discretion of the Board. Any such
determination, except the determination of the amount of an
award if the award was made in accordance with this paragraph,
may be appealed to the Commission not more than 30 days after
the determination is issued by the Board. The Commission shall
review the determination made by the Board in accordance with
section 107(c).
``(7) Protection of whistleblowers.--
``(A) Prohibition against retaliation.--No employer
may discharge, demote, suspend, threaten, harass,
directly or indirectly, or in any other manner
discriminate against, a whistleblower in the terms and
conditions of employment because of any lawful act done
by the whistleblower--
``(i) in providing information to the Board
in accordance with this subsection;
``(ii) in initiating, testifying in, or
assisting in any investigation or judicial or
administrative action of the Board based upon
or related to such information;
``(iii) in making disclosures that are
required or protected under the Sarbanes-Oxley
Act of 2002 (15 U.S.C. 7201 et seq.), the
Securities Exchange Act of 1934 (15 U.S.C. 78a
et seq.), including section 10A(m) of such Act
(15 U.S.C. 78f(m)), section 1513(e) of title
18, United States Code, and any other law,
rule, or regulation subject to the jurisdiction
of the Securities Exchange Commission; or
``(iv) in providing information regarding
any conduct that the whistleblower reasonably
believes constitutes a potential violation of
any law, rule, or regulation subject to the
jurisdiction of the Board or the Commission
(including disclosures that are required or
protected under the Sarbanes-Oxley Act of 2002
or the Securities Exchange Act of 1934) to--
``(I) a person with supervisory
authority over the whistleblower at the
whistleblower's employer, where such
employer is an entity registered with
or required to be registered with the
Board, the Commission, a self-
regulatory organization, or a State
securities commission or office
performing like functions; or
``(II) such other person working
for the employer described under
subclause (I) who has the authority to
investigate, discover, or terminate
misconduct.
``(B) Enforcement of prohibition against
retaliation.--
``(i) Cause of action.--An individual who
alleges discharge or other discrimination in
violation of subparagraph (A) may bring an
action under this paragraph in the appropriate
district court of the United States for the
relief provided in subparagraph (C).
``(ii) Subpoenas.--A subpoena requiring the
attendance of a witness at a trial or hearing
conducted under this subsection may be served
at any place in the United States.
``(iii) Statute of limitations.--
``(I) In general.--An action under
this paragraph may not be brought--
``(aa) more than 6 years
after the date on which the
violation of subparagraph (A)
occurred; or
``(bb) more than 3 years
after the date when facts
material to the right of action
are known or reasonably should
have been known by the employee
alleging a violation of
subparagraph (A).
``(II) Required action within 10
years.--Notwithstanding subclause (I),
an action under this paragraph may not
in any circumstance be brought more
than 10 years after the date on which
the violation occurs.
``(C) Relief.--Relief for an individual prevailing
in an action brought under this paragraph shall
include--
``(i) reinstatement with the same seniority
status that the individual would have had, but
for the discrimination;
``(ii) two times the amount of back pay
otherwise owed to the individual, with
interest; and
``(iii) compensation for litigation costs,
expert witness fees, and reasonable attorneys'
fees.
``(D) Confidentiality.--
``(i) In general.--Except as provided in
clause (ii), the Board and any officer or
employee of the Board may not disclose any
information, including information provided by
a whistleblower to the Board, which could
reasonably be expected to reveal the identity
of a whistleblower unless and until required to
be disclosed to a defendant or respondent in
connection with a public proceeding instituted
by the Commission or any entity described in
clause (iii).
``(ii) Rule of construction.--Nothing in
this section is intended to limit, or shall be
construed to limit, the ability of the Attorney
General to present such evidence to a grand
jury or to share such evidence with potential
witnesses or defendants in the course of an
ongoing criminal investigation.
``(iii) Availability to government
agencies.--
``(I) In general.--Without the loss
of its status as confidential in the
hands of the Board, all information
referred to in clause (i) may, in the
discretion of the Board, when
determined by the Board to be necessary
to accomplish the purposes of this Act
and to protect investors, be made
available to--
``(aa) the Attorney General
of the United States;
``(bb) an appropriate
regulatory authority;
``(cc) a self-regulatory
organization;
``(dd) a State attorney
general in connection with any
criminal investigation;
``(ee) any appropriate
State regulatory authority;
``(ff) the Commission;
``(gg) a foreign securities
authority; and
``(hh) a foreign law
enforcement authority.
``(II) Confidentiality.--
``(aa) In general.--Each of
the entities described in items
(aa) through (ff) of subclause
(I) shall maintain such
information as confidential in
accordance with the
requirements established under
clause (i).
``(bb) Foreign
authorities.--Each of the
entities described in
subclauses (gg) and (hh) of
subclause (I) shall maintain
such information in accordance
with such assurances of
confidentiality as the Board
determines appropriate.
``(E) Rights retained.--Nothing in this subsection
shall be deemed to diminish the rights, privileges, or
remedies of any whistleblower under any Federal or
State law, or under any collective bargaining
agreement.
``(8) Provision of false information.--A whistleblower
shall not be entitled to an award under this section if the
whistleblower--
``(A) knowingly and willfully makes any false,
fictitious, or fraudulent statement or representation;
or
``(B) uses any false writing or document knowing
the writing or document contains any false, fictitious,
or fraudulent statement or entry.
``(9) Rulemaking authority.--The Board shall have the
authority to issue such rules and standards as may be necessary
or appropriate to implement the provisions of this section
consistent with the purposes of this section.
``(10) Coordination.--To the maximum extent practicable,
the Board shall coordinate with the Office of the Whistleblower
of the Securities Exchange Commission in carrying out this
subsection.''; and
(2) in section 109(c)(2) (15 U.S.C. 7219(c)(2)), by
striking ``all funds collected'' and inserting ``at least 50
percent of funds collected''.
SEC. 3. DETERMINATION OF BUDGETARY EFFECTS.
The budgetary effects of this Act, for the purpose of complying
with the Statutory Pay-As-You-Go Act of 2010, shall be determined by
reference to the latest statement titled ``Budgetary Effects of PAYGO
Legislation'' for this Act, submitted for printing in the Congressional
Record by the Chairman of the House Budget Committee, provided that
such statement has been submitted prior to the vote on passage.
<all>