萨班斯法案（2002）Sec.101.(4)

　　(e)BOARD MEMBERSHIP.-

　　(1)COMPOSITION.-The Board shall have 5 members,appointed from among prominent individuals of integrity and reputation who have a demonstrated commitment to the interests of investors and the public,and an understanding of the responsibilities for and nature of the financial disclosures required of issuers under the securities laws and the obligations of accountants with respect to the preparation and issuance of audit reports with respect to such disclosures.

　　(2)LIMITATION.-Two members,and only 2 members,of the Board shall be or have been certified public accountants pursuant to the laws of 1 or more States,provided that,if 1 of those 2 members is the chairperson,he or she may not have been a practicing certified public accountant for at least 5 years prior to his or her appointment to the Board.

　　(3)FULL-TIME INDEPENDENT SERVICE.-Each member of the Board shall serve on a full-time basis,and may not,concurrent with service on the Board,be employed by any other person or engage in any other professional or business activity.No member of the Board may share in any of the profits of,or receive payments from,a public accounting firm(or any other person,as determined by rule of the Commission),other than fixed continuing payments,subject to such conditions as the Commission may impose,under standard arrangements for the retirement of members of public accounting firms.

　　(4)APPOINTMENT OF BOARD MEMBERS.-

　　(A)INITIAL BOARD.-Not later than 90 days after the date of enactment of this Act,the Commission,after consultation with the Chairman of the Board of Governors H.R.3763-8 of the Federal Reserve System and the Secretary of the Treasury,shall appoint the chairperson and other initial members of the Board,and shall designate a term of service for each.

　　(B)VACANCIES.-A vacancy on the Board shall not affect the powers of the Board,but shall be filled in the same manner as provided for appointments under this section.

　　(5)TERM OF SERVICE.-

　　(A)IN GENERAL.-The term of service of each Board member shall be 5 years,and until a successor is appointed,except that-

　　(i)the terms of office of the initial Board members(other than the chairperson)shall expire in annual increments,1 on each of the first 4 anniversaries of the initial date of appointment；and

　　(ii)any Board member appointed to fill a vacancy occurring before the expiration of the term for which the predecessor was appointed shall be appointed only for the remainder of that term.

　　(B)TERM LIMITATION.-No person may serve as a member of the Board,or as chairperson of the Board,for more than 2 terms,whether or not such terms of service are consecutive.

　　(6)REMOVAL FROM OFFICE.-A member of the Board may be removed by the Commission from office,in accordance with section 107(d)(3),for good cause shown before the expiration of the term of that member.