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Procedures for Appointment of a Member or Chairperson of the Public Company Accounting Oversight Board

May 12, 2017

(as of August 9, 2010)

Under the Sarbanes-Oxley Act of 2002, the Commission is responsible for appointing members, including the Chair, of the Public Company Accounting Oversight Board (PCAOB). Following is a summary of the procedures for these appointments:

  • The Commission Chairman leads the search to identify a pool of potential candidates who meet the statutory criteria set forth in the Sarbanes-Oxley Act. Nominations and input are solicited from each Commissioner, and may also be solicited from other sources. The Chairman also consults with the Secretary of the Treasury and the Chairman of the Federal Reserve.

  • From this initial pool, up to four potential candidates for each vacancy are contacted to determine their interest and willingness to serve. Each potential candidate who is interested in serving is asked to provide curricula vitae and to complete a background questionnaire and release.

  • After consultation with each Commissioner, the Chairman may decide to eliminate any candidate from further consideration. In addition, the Chairman may, again in consultation with each Commissioner, replace a candidate with a new candidate from the pool.

  • The Chairman initiates an in-depth background check for each remaining candidate. In the case of an individual who is either an incumbent member of the PCAOB or a presidential appointee, the Commissioners may by unanimous agreement waive the requirement for a background check.

  • Upon completion of the background check, the Chairman selects up to three candidates for each vacancy to be interviewed by the Commission. Each Commissioner receives a copy of all background and other relevant documentation that has been collected by the staff. After each Commissioner has had the opportunity to interview every candidate, each Commissioner ranks the candidates and/or informs the Chairman if the Commissioner will not support one or more of the candidates for appointment.

  • At the completion of the interview and evaluation process, the Chairman again consults with the Secretary of the Treasury and the Chairman of the Federal Reserve. Then, after a reasonable opportunity for consideration, the Chairman seeks a vote of the Commission to approve appointment of a candidate.

  • Alternatively, if the Chairman, in consultation with each Commissioner, determines that other candidates should be considered, the Chairman may select additional candidates from the pool or reopen the solicitation period.


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