From the act:
‘‘(3) INDEPENDENCE.—
‘‘(A) IN GENERAL.—Each member of the audit committee
of the issuer shall be a member of the board of
directors of the issuer, and shall otherwise be independent.
‘‘(B) CRITERIA.—In order to be considered to be independent
for purposes of this paragraph, a member of an
audit committee of an issuer may not, other than in his
or her capacity as a member of the audit committee, the
board of directors, or any other board committee—
‘‘(i) accept any consulting, advisory, or other
compensatory fee from the issuer; or
‘‘(ii) be an affiliated person of the issuer or any
subsidiary thereof.
I don't think you are governed by SOX, however, interagency guidelines recommend that you still implement some of the provisions.
Regarding your attorney, I would not consider him independent.
Just curious, do you have a "financial expert" on your audit committee?
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Get your facts first, then you can distort them as you please. - Mark Twain