IIB 
116TH CONGRESS 
1ST SESSION H. R. 3625 
IN THE SENATE OF THE UNITED STATES 
SEPTEMBER 23, 2019 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
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 Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘PCAOB Whistleblower 
Protection Act of 2019’’. 
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 PROTEC-
TION.— 
‘‘(1) DEFINITIONS.—In this subsection the fol-
lowing 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 pro-
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ceeding, 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 sub-
section (c)(4) as modified by the Commission 
under section 107(c)(3). 
‘‘(D) WHISTLEBLOWER.— 
‘‘(i) IN GENERAL.—The term ‘whistle-
blower’ means any individual who provides, 
or two or more individuals acting jointly 
who provide, information relating to a vio-
lation of this Act, the rules of the Board, 
the provisions of the securities laws relat-
ing to the preparation and issuance of 
audit reports and the obligations and li-
abilities of accountants with respect there-
to, including the rules of the Board issued 
pursuant to this Act, or professional stand-
ards. 
‘‘(ii) SPECIAL RULE.—Solely for the 
purposes of paragraph (7), the term ‘whis-
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tleblower’ shall also include any individual 
who takes an action described in para-
graph 7(A), or two or more individuals act-
ing jointly who take an action described in 
paragraph 7(A). 
‘‘(2) AWARDS.— 
‘‘(A) IN
GENERAL.—In any covered dis-
ciplinary 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. 
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‘‘(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 subpara-
graph (A), the Board shall take into con-
sideration— 
‘‘(I) the significance of the infor-
mation provided by the whistleblower 
to the success of the disciplinary pro-
ceeding; 
‘‘(II) the degree of assistance 
provided by the whistleblower and any 
legal representative of the whistle-
blower in a disciplinary proceeding; 
and 
‘‘(III) the programmatic interest 
of the Board in deterring violations by 
making awards to whistleblowers who 
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provide information that lead to suc-
cessful 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 organiza-
tion (as such term is defined in sec-
tion 34 of the Securities Exchange 
Act of 1934); 
‘‘(IV) the Public Company Ac-
counting Oversight Board; or 
‘‘(V) a law enforcement organiza-
tion; 
‘‘(ii) to any whistleblower who is con-
victed of a criminal violation related to the 
Board finding for which the whistleblower 
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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 re-
quired 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 rep-
resented by counsel if the whistleblower 
anonymously submits the information upon 
which the claim is based. 
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‘‘(ii) DISCLOSURE
OF
IDENTITY.— 
Prior to the payment of an award, a whis-
tleblower shall disclose the identity of the 
whistleblower and provide such other infor-
mation 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 other-
wise 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 discre-
tion 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 determina-
tion made by the Board in accordance with section 
107(c). 
‘‘(7) PROTECTION OF WHISTLEBLOWERS.— 
‘‘(A) 
PROHIBITION
AGAINST
RETALIA-
TION.—No employer may discharge, demote, 
suspend, threaten, harass, directly or indirectly, 
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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 as-
sisting in any investigation or judicial or 
administrative action of the Board based 
upon or related to such information; or 
‘‘(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 regula-
tion subject to the jurisdiction of the Secu-
rities Exchange Commission. 
‘‘(iv) in providing information regard-
ing any conduct that the whistleblower rea-
sonably believes constitutes a potential vio-
lation of any law, rule, or regulation sub-
ject to the jurisdiction of the Board or the 
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