IB 
Union Calendar No. 268 
116TH CONGRESS 
1ST SESSION H. R. 4320 
[Report No. 116–337] 
To ensure that irresponsible corporate executives, rather than shareholders, 
pay fines and penalties. 
IN THE HOUSE OF REPRESENTATIVES 
SEPTEMBER 12, 2019 
Ms. PORTER introduced the following bill; which was referred to the 
Committee on Financial Services 
DECEMBER 11, 2019 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on September 12, 2019] 
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A BILL 
To ensure that irresponsible corporate executives, rather than 
shareholders, pay fines and penalties. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Corporate Management 
Accountability Act of 2019’’. 
SEC. 2. FINE, PENALTY, AND SETTLEMENT ACCOUNT-
ABILITY. 
(a) DEFINITIONS.—In this section— 
(1) the term ‘‘Commission’’ means the Securities 
and Exchange Commission; 
(2) the term ‘‘covered fine or similar penalty’’— 
(A) means a fine or similar penalty, as that 
term is defined in Treasury Regulation section 
1.162–21(b); and 
(B) includes any fine or similar penalty— 
(i) that is paid by a reporting com-
pany; and 
(ii) with respect to which the Commis-
sion determines disclosure under subsection 
(b)(1) is appropriate; 
(3) the term ‘‘issuer’’ has the meaning given the 
term in section 3(a) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78c(a)); 
(4) the term ‘‘named executive officer’’— 
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(A) means an individual for whom disclo-
sure is required under section 229.402(a)(3) of 
title 17, Code of Federal Regulations; and 
(B) includes any other employee of a report-
ing company with respect to whom the Commis-
sion determines disclosure under subsection 
(b)(1) is appropriate; and 
(5) the term ‘‘reporting company’’ means an 
issuer— 
(A) the securities of which are registered 
under section 12 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78l); or 
(B) that is required to file reports under 
section 15(d) of the Securities Exchange Act of 
1934 (15 U.S.C. 78o(d)). 
(b) REQUIREMENT TO ISSUE RULES.—Not later than 
360 days after the date of enactment of this Act, the Com-
mission shall issue final rules to require each reporting 
company, in each annual report submitted under section 
13 or section 15(d) of the Securities Exchange Act of 1934 
(15 U.S.C. 78m and 78o(d)), or in each proxy statement 
filed pursuant to section 14(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78n(a)) for an annual meeting of 
shareholders, to— 
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(1) disclose whether the reporting company, in 
order to align the incentives of those managing the re-
porting company with the incentives of the share-
holders of the reporting company, has established pro-
cedures to recoup from compensation paid to, and to 
withhold from future compensation paid to, any 
named executive officer all or a portion of the cost of 
any covered fine or similar penalty that has been 
paid by the reporting company; 
(2) if the reporting company has established pro-
cedures described in paragraph (1)— 
(A) provide a description of those proce-
dures; and 
(B) disclose the amount that the reporting 
company has recouped from each named execu-
tive officer under those procedures during each of 
the 3 most recent fiscal years; and 
(3) if the reporting company has not established 
procedures described in paragraph (1), provide an ex-
planation of why no such procedures are necessary for 
the benefit of the shareholders of the reporting com-
pany. 
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Union Calendar No. 268 
116TH CONGRESS 
1ST SESSION 
H. R. 4320 
[Report No. 116–337] 
A BILL 
To ensure that irresponsible corporate executives, 
rather than shareholders, pay fines and penalties. 
DECEMBER 11, 2019 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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