I 
118TH CONGRESS 
1ST SESSION H. R. 4652 
To amend the Securities Exchange Act of 1934 to establish within the 
Securities and Exchange Commission the Public Company Advisory Com-
mittee, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JULY 14, 2023 
Mr. LUCAS introduced the following bill; which was referred to the Committee 
on Financial Services 
A BILL 
To amend the Securities Exchange Act of 1934 to establish 
within the Securities and Exchange Commission the Pub-
lic Company Advisory Committee, and for other pur-
poses. 
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 ‘‘Public Company Advi-
sory Committee Act of 2023’’. 
SEC. 2. PUBLIC COMPANY ADVISORY COMMITTEE. 
The Securities Exchange Act of 1934 is amended by 
inserting after section 40 (15 U.S.C. 78qq) the following: 
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‘‘(B) submit to the Commission such find-
ings and recommendations as the Committee 
determines are appropriate, including rec-
ommendations for proposed regulatory and leg-
islative 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 offi-
cials of public companies registered with the 
Commission under the Securities Act or 1933 
and this Act, except for those public companies 
that own asset management, fixed income, in-
vestment advisory, broker-dealer, or proxy serv-
ices businesses; 
‘‘(B) are executives or other individuals 
with senior managerial responsibility in busi-
ness, professional, trade, and industry associa-
tions that represent the interests of such public 
companies; and 
‘‘(C) are professional advisers and service 
providers to such public companies (including 
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attorneys, accountants, investment bankers, and 
financial advisers). 
‘‘(2) QUALIFICATIONS.—At least 50 percent of 
the Committee membership shall be drawn from in-
dividuals 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 four years. Vacancies among the members, 
whether caused by the resignation, death, removal, 
expiration of a term, or otherwise, will be filled con-
sistent with the Commission’s procedures then in ef-
fect. 
‘‘(4) STAGGERED TERMS.—The members of the 
Committee shall serve staggered terms, with one- 
third of the initial members of the Committee each 
serving for 1, 2, or 3 years. 
‘‘(5) MEMBERS NOT ON OTHER ADVISORY COM-
MITTEES.—Public companies and other organiza-
tions that are currently represented on any other 
Commission Advisory Committee are not eligible to 
have representatives also serve on the Public Com-
pany Advisory Committee. 
‘‘(6) MEMBERS
NOT
COMMISSION
EMPLOY-
EES.—Members appointed under paragraph (1) shall 
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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 Com-
mittee 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 para-
graph (1) shall serve for a term of two years in the 
capacity the member was elected under paragraph 
(1). 
‘‘(3) SUBCOMMITTEES.—The Chair may create 
subcommittees that hold public or non-public meet-
ings and provide recommendations to the full Com-
mittee. 
‘‘(d) MEETINGS.— 
‘‘(1) FREQUENCY
OF
MEETINGS.—The Com-
mittee shall meet— 
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‘‘(A) not less frequently than twice annu-
ally, 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 no-
tice of each meeting, not later than two weeks before 
the date of the meeting. 
‘‘(e) COMPENSATION
AND TRAVEL EXPENSES.— 
Each member of the Committee who is not a full-time em-
ployee of the United States shall— 
‘‘(1) be entitled to receive compensation at a 
rate not to exceed the daily equivalent of the annual 
rate of basic pay in effect for a position at level V 
of the Executive Schedule under section 5316 of title 
5, United States Code, for each day during which 
the members is engaged in the actual performance 
of the duties of the Committee; and 
‘‘(2) while away from the home or regular place 
of business of the member in the performance of 
services for the Committee, be allowed travel ex-
penses, including per diem in lieu of subsistence, in 
the same manner as persons employed intermittently 
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in the Government service are allowed expenses 
under section 5703(b) of title 5, United States Code. 
‘‘(f) STAFF.—The Commission shall make available 
to the Committee such staff as the chairman of the Com-
mittee determines are necessary to carry out this section. 
‘‘(g) 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 recommenda-
tion of the Committee; and 
‘‘(B) disclosing the action, if any, the Com-
mission intends to take with respect to the find-
ing or recommendation. 
‘‘(h) COMMITTEE FINDINGS.—Nothing in this section 
shall require the Commission to agree to or act upon any 
finding or recommendation of the Committee. 
‘‘(i) NONAPPLICABILITY OF FACA.—Chapter 10 of 
part I of title 5, United States Code, shall not apply to 
the Committee and its activities.’’. 
Æ 
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