薩班斯法案（2002）Sec.105.(5)

　　(5)INTENTIONAL OR OTHER KNOWING CONDUCT.-The sanctions and penalties described in subparagraphs(A)through(C)and(D)(ii)of paragraph(4)shall only apply to-

　　(A)intentional or knowing conduct, including reckless conduct,that results in violation of the applicable statutory,regulatory,or professional standard;or

　　(B)repeated instances of negligent conduct,each resulting in a violation of the applicable statutory,regulatory,or professional standard.

　　(6)FAILURE TO SUPERVISE.-

　　(A)IN GENERAL.-The Board may impose sanctions under this section on a registered accounting firm or upon the supervisory personnel of such firm, if the Board finds that-

　　(i)the firm has failed reasonably to supervise an associated person,either as required by the rules of the Board relating to auditing or quality control standards,or otherwise,with a view to preventing violations of this Act,the rules of the Board,the provisions of the securities laws relating to the preparation and issuance of audit reports and the obligations and liabilities of accountants with respect thereto,including the rules of the Commission under this Act,or professional standards;and

　　(ii)such associated person commits a violation of this Act,or any of such rules,laws,or standards.

　　(B)RULE OF CONSTRUCTION.-No associated person of a registered public accounting firm shall be deemed to have failed reasonably to supervise any other person for purposes of subparagraph(A),if-

　　(i)there have been established in and for that firm procedures,and a system for applying such procedures,that comply with applicable rules of the Board and that would reasonably be expected to prevent and detect any such violation by such associated person;and

　　(ii)such person has reasonably discharged the duties and obligations incumbent upon that person by reason of such procedures and system,and had no reasonable cause to believe that such procedures and system were not being complied with.

　　(7)EFFECT OF SUSPENSION.-

　　(A)ASSOCIATION WITH A PUBLIC ACCOUNTING FIRM.-It shall be unlawful for any person that is suspended or barred from being associated with a registered public accounting firm under this subsection willfully to become or remain associated with any registered public accounting firm,or for any registered public accounting firm that knew,or,in the exercise of reasonable care should have known,of the suspension or bar,to permit such an association,without the consent of the Board or the Commission.

　　(B)ASSOCIATION WITH AN ISSUER.-It shall be unlawful for any person that is suspended or barred from being associated with an issuer under this subsection willfully to become or remain associated with any issuer in an accountancy or a financial management capacity,and for any issuer that knew,or in the exercise of reasonable care should have known,of such suspension or bar,to permit such an association,without the consent of the Board or the Commission.