,,ib  ,union ,calendar ,no4 #bfh  #aafth
 ,,congress  #ast ,session  ,h4 ,r4     
#dcbj  ,report ,no4 #aaf-ccg  ,,in ,,the
 ,,house ,,of ,,representatives         
,september #ab1 #bjai ,ms4 ,porter      
introduced the following bill2 which was
 referred to the ,committee on          
,financial ,services  ,december #aa1    
#bjai ,reported with an amendment1      
committed to the ,committee of the      
,whole ,house on the ,state of the      
,union1 and ordered to be printed       
,strike out all after the enacting      
clause and insert the part printed in   
italic ,for text of introduced bill1 see
 copy of bill as introduced on          
,september #ab1 #bjai  ,a ,,bill  ,to   
ensure that irresponsible corporate     
executives1 rather than shareholders1   
pay fines and penalties4  #a4 ,short    
title ,this ,act may be cited as the    
,corporate ,management ,accountability  
,act of #bjai4  #b4 ,fine1 penalty1 and 
settlement accountability  7a7          
,definitions ,in this section--  7#a7   

the term ,commission means the          
,securities and ,exchange ,commission2  
7#b7 the term covered fine or similar   
penalty--  7,a7 means a fine or similar 
penalty1 as that term is defined in     
,treasury ,regulation section           
#a4afb-ba7;b72 and  7,b7 includes any   
fine or similar penalty-- 7i7 that is   
paid by a reporting company2 and  7ii7  
with respect to which the ,commission   
determines disclosure under subsection  
7b77#a7 is appropriate2  7#c7 the term  
issuer has the meaning given the term in
 section #c7;a7 of the ,securities      
,exchange ,act of #aicd 7#ae ,u4,s4,c4  
#gh;c7a772  7#d7 the term named         
executive officer-- 7,a7 means an       
individual for whom disclosure is       
required under section #bbi4djb7;a77#c7 
of title #ag1 ,code of ,federal         
,regulations2 and  7,b7 includes any    
other employee of a reporting company   
with respect to whom the ,commission    
determines disclosure under subsection  
7b77#a7 is appropriate2 and  7#e7 the   

term reporting company means an issuer--
 7,a7 the securities of which are       
registered under section #ab of the     
,securities ,exchange ,act of #aicd 7#ae
 ,u4,s4,c4 #ghl72 or  7,b7 that is      
required to file reports under section  
#ae7;d7 of the ,securities ,exchange    
,act of #aicd 7#ae ,u4,s4,c4 #gho7d774  
7b7 ,requirement ,to issue rules ,not   
later than #cfj days after the date of  
enactment of this ,act1 the ,commission 
shall issue final rules to require each 
reporting company1 in each annual report
 submitted under section #ac or section 
#ae7;d7 of the ,securities ,exchange    
,act of #aicd 7#ae ,u4,s4,c4 #ghm and   
#gho7d771 or in each proxy statement    
filed pursuant to section #ad7;a7 of the
 ,securities ,exchange ,act of #aicd    
7#ae ,u4,s4,c4 #ghn7a77 for an annual   
meeting of shareholders1 to--  7#a7     
disclose whether the reporting company1 
in order to align the incentives of     
those managing the reporting company    
with the incentives of the shareholders 

of the reporting company1 has           
established procedures to recoup from   
compensation paid to1 and to withhold   
from future compensation paid to1 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 company2  7#b7 if the     
reporting company has established       
procedures described in paragraph 7#a7--
 7,a7 provide a description of those    
procedures2 and  7,b7 disclose the      
amount that the reporting company has   
recouped from each named executive      
officer under those procedures during   
each of the #c most recent fiscal years2
 and  7#c7 if the reporting company has 
not established procedures described in 
paragraph 7#a71 provide an explanation  
of why no such procedures are necessary 
for the benefit of the shareholders of  
the reporting company4  ,december #aa1  
#bjai ,reported with an amendment1      
committed to the ,committee of the      
,whole ,house on the ,state of the      

,union1 and ordered to be printed