HR 6967 — Public Company Advisory Committee Act of 2026

changes in existing law made by 
the bill, as reported, are shown as follows (new matter is 
printed in italics and existing law in which no change is 
proposed is shown in roman):

 SECURITIES EXCHANGE ACT OF 1934

TITLE I--REGULATION OF SECURITIES EXCHANGES

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SEC. 40A. PUBLIC COMPANY ADVISORY COMMITTEE.

 (a) Establishment and Purpose.--
 (1) Establishment.--There is established within the 
 Commission the Public Company Advisory Committee 
 (referred to in this section as the ``Committee'').
 (2) Purpose.--The Committee shall--
 (A) provide the Commission with advice on the 
 rules, regulations, and policies of the 
 Commission with regard to the Commission's 
 mission of protecting investors, maintaining 
 fair, orderly, and efficient markets, and 
 facilitating capital formation, as they relate 
 to--
 (i) existing and emerging regulatory 
 priorities of the Commission;
 (ii) issues relating to the public 
 reporting and corporate governance of 
 public companies;
 (iii) issues relating to the proxy 
 process for shareholder meetings held 
 by public companies;
 (iv) issues relating to trading in 
 the securities of public companies; and
 (v) issues relating to capital 
 formation;
 (B) not provide any advice with respect to 
 any policies, practices, actions, or decisions 
 concerning the Commission's enforcement 
 program; and
 (C) submit to the Commission such findings 
 and recommendations as the Committee determines 
 are appropriate, including recommendations for 
 proposed regulatory and legislative changes.
 (b) Membership.--
 (1) In general.--The membership of the Committee 
 shall be not fewer than 10, and not more than 20, 
 members appointed by the Commission from among 
 individuals who--
 (A) are officers, directors, or senior 
 officials of public companies registered with 
 the Commission under the Securities Act of 1933 
 and this Act, except for those public companies 
 that own asset management, fixed income, 
 investment advisory, broker-dealer, or proxy 
 services businesses;
 (B) are executives or other individuals with 
 senior managerial responsibility in business, 
 professional, trade, and industry associations 
 that represent the interests of such public 
 companies; and
 (C) are professional advisers and service 
 providers to such public companies (including 
 attorneys, accountants, investment bankers, and 
 financial advisers).
 (2) Qualifications.--At least 50 percent of the 
 Committee membership shall be drawn from individuals 
 who would qualify for membership under paragraph 
 (1)(A).
 (3) Term.--Each member of the Committee appointed 
 under paragraph (1) shall serve for a term of 4 years. 
 Vacancies among the members, whether caused by the 
 resignation, death, removal, expiration of a term, or 
 otherwise, shall be filled consistent with the 
 Commission's procedures then in effect.
 (4) Staggered terms.--The members of the Committee 
 shall serve staggered terms, with half of the initial 
 members of the Committee each serving for 2 years and 
 half serving for 4 years.
 (5) Members not on other advisory committees.--Public 
 companies and other organizations that are currently 
 represented on any other Commission Advisory Committee 
 are not eligible to have representatives also serve on 
 the Public Company Advisory Committee.
 (6) Members not commission employees.--Members 
 appointed under paragraph (1) shall not be considered 
 to be employees or agents of the Commission solely 
 because of membership on the Committee.
 (c) Chair; Vice Chair; Secretary; Assistant Secretary.--
 (1) In general.--The members of the Committee shall 
 elect, from among the members of the Committee--
 (A) a Chair;
 (B) a Vice Chair;
 (C) a Secretary; and
 (D) an Assistant Secretary.
 (2) Term.--Each member elected under paragraph (1) 
 shall serve for a term of 2 years in the capacity the 
 member was elected under paragraph (1).
 (3) Subcommittees.--The Chair may create 
 subcommittees that hold public or non-public meetings 
 and provide recommendations to the full Committee.
 (d) Meetings.--
 (1) Frequency of meetings.--The Committee shall 
 meet--
 (A) not less frequently than twice annually, 
 at the call of the chair of the Committee; and
 (B) from time to time, at the call of the 
 Commission.
 (2) Notice.--The Chair of the Committee shall give 
 the members of the Committee written notice of each 
 meeting, not later than 2 weeks before the date of the 
 meeting.
 (e) Staff.--The Commission shall make available to the 
Committee such staff as the Chair of the Committee determines 
are necessary to carry out this section.
 (f) Review by Commission.--The Commission shall--
 (1) review the findings and recommendations of the 
 Committee; and
 (2) each time the Committee submits a finding or 
 recommendation to the Commission, promptly issue a 
 public statement--
 (A) assessing the finding or recommendation 
 of the Committee; and
 (B) disclosing the action, if any, the 
 Commission intends to take with respect to the 
 finding or recommendation.
 (g) Committee Findings.--Nothing in this section shall 
require the Commission to agree to or act upon any finding or 
recommendation of the Committee.
 (h) Nonapplicability of FACA.--Chapter 10 of part I of title 
5, United States Code, shall not apply to the Committee and the 
activities of the Committee.

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