Instructions:

• Answer 50 questions in 15 minutes.
• If you are not ready to take this test, you can study here.
• Match each statement with the correct term.
• Don't refresh. All questions and answers are randomly picked and ordered every time you load a test.

This is a study tool. The 3 wrong answers for each question are randomly chosen from answers to other questions. So, you might find at times the answers obvious, but you will see it re-enforces your understanding as you take the test each time.

1. Why did Congress pass SOX?
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
all employees who work for public companies as long as they qualify as a whistleblower
The employee engaged in protected activity - The person accused of retaliation knew of the activity - The employee suffered an adverse employment action - The circumstances create an inference that the adverse employment action was due to the employe
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct


2. A panel of decision makers who are elected by the shareholders
The employee engaged in protected activity - The person accused of retaliation knew of the activity - The employee suffered an adverse employment action - The circumstances create an inference that the adverse employment action was due to the employe
They can have their stocks delisted by the national securities exchange and associations
The employee engaged in protected activity - The person accused of retaliation knew of the activity - The employee suffered an adverse employment action - The circumstances create an inference that the adverse employment action was due to the employe
board of directors


3. Either party may request a review of the judge's decision by filing a __ with the __ within __ days after the date on the judge's order
If the company or person named can show by clear and convincing evidence that it would have taken the same action against the employee even in the absence of the employees protected activity
If they provide information to be provided to - or assists in an investigation conducted by: A federal regulatory or law enforcement agency (such as the SEC) - A member of committee of Congress - A person who either has supervisory authority over the
interference with employment or livelihood of the informant
petition - Administrative Review Board - 10


4. A lawsuit a shareholder brings against an offending party on behalf of a corporation when the corporation fails to bring the lawsuit
interference with employment or livelihood of the informant
Employees who complain of violations of state law - or those who complain of violations of internal company policies or procedures (unless the violation could also mislead shareholders)
derivative lawsuit
record date


5. Public company
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
Sarbanes-Oxley Act
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
piercing the corporate veil


6. A member of a board of directors who is not an officer of the corporation
Anyone who intentionally harms someone else for providing truthful information to a law enforcement officer relating to the commission of any federal offense faces up to ten years in prison
outside director
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud


7. A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting
The SEC regulations do not require companies to follow particular procedures for taking employee complaints (such as setting up an ethics hotline or a Web-based complaint system)
quorum
record date
negligence


8. A duty that directors and officers of a corporation have to act within the authority conferred upon them by state corporation codes - the articles of incorporation - the corporate bylaws - and the resolutions adopted by the board of directors
duty of obedience
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
opportunity was presented to the director/officer in his or her corporate capacity - opportunity is related to or connected with teh corporation's current or propsed business - corporation has the financial ability to take advantage of the opportunit
Managers and supervisors who violate SOX by retaliating against whistle blowers may be held personally liable and have to pay judgment awarded to the employee


9. Types of proceedings protected under SOX?
dividend
stock dividend
Investigations - Legal proceedings
retaliates against a whistleblower


10. Public companies and company representatives are not permitted to retaliate against an employee in the __ or __ of his/her employment because the employee provided information - participated in an investigation - or participated in a proceeding relat
terms - conditions
supramajority voting requirement
30
straight voting


11. Under what conditions may an employee claim protection of SOX?
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
preemptive rights
An employee who wishes to bring a lawsuit claiming that he or she was discriminated or retaliated against in violation of SOX's whistleblower protections must first file a complaint with the Occupational Safety and Health Administration (OSHA) within
If they provide information to be provided to - or assists in an investigation conducted by: A federal regulatory or law enforcement agency (such as the SEC) - A member of committee of Congress - A person who either has supervisory authority over the


12. If OSHA investigates - it will issue findings and a preliminary order within __ days after the complaint is filed.
If they provide information to be provided to - or assists in an investigation conducted by: A federal regulatory or law enforcement agency (such as the SEC) - A member of committee of Congress - A person who either has supervisory authority over the
The financial safeguards imposed by SOX include numerous reporting requirements - but there are no reporting requirements associated solely with its whistleblower provisions - The National securities exchanges and commissions may require public compa
60
annual shareholders' meeting


13. SOX generally only applies to __ - however - it's whistleblower provision also applies to company representatives.
preemptive rights
public companies
stock dividend
The employee can file a lawsuit in federal district court


14. Who signs Report for internal contro?
interference with employment or livelihood of the informant
E.g. The Management of General Electric Company is responsible for establishing and maintaining adequate internal control over financial reporting for this company With particaipation of the CEO and the CFO.
Sarbanes-Oxley Act
They can have their stocks delisted by the national securities exchange and associations


15. Sox important Organizations that you must know
public companies
Reinstate the worker to the same position - with the same benefits - responsibilities - and seniority - that the worker would have had absent the retaliation - Pay worker all the compensation and benefits lost as a result of the retaliation with inte
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
15


16. SOX states that __ - __ - __ - __ and __ all constitute retaliation.
The person or company must present it's evidence within 20 days after it receives the complaint
annual report
termination - demotion - suspension - threats - harassment
The employee engaged in protected activity - The person accused of retaliation knew of the activity - The employee suffered an adverse employment action - The circumstances create an inference that the adverse employment action was due to the employe


17. Voucher
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
negligence
annual report
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud


18. Failure of a corporate director or officer to exercise the duty of care while conducting the corporation's business
negligence
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
right of first refusal
If the company or person named can show by clear and convincing evidence that it would have taken the same action against the employee even in the absence of the employees protected activity


19. A system in which each shareholder votes the number of share he or she own on candidates for each of the positions open - also called noncumulative voting
straight voting
opportunity was presented to the director/officer in his or her corporate capacity - opportunity is related to or connected with teh corporation's current or propsed business - corporation has the financial ability to take advantage of the opportunit
special shareholders' meetings
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud


20. A system in which a shareholder can accumulate all of his or her votes and vote them all for one candidate or split them among several candidates
quorum
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
cumulative voting
Sarbanes-Oxley Act


21. SOX (or SARBOX)
outside director
annual report
inside director
Sarbanes-Oxley


22. A distribution of profits of the corporation to shareholders
negligence
15
The person or company must present it's evidence within 20 days after it receives the complaint
dividend


23. The required number of share that must be represented in person or by proxy to hold a shareholders' meeting - the RMBCA establishes a majority of outstanding share as this term
quorum
record date
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
duty of care


24. The employee is required to do what relative to protected whistleblowers?

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25. The criminal provision could apply to anyone who ____________ - whether or not the perpetrator works for or has any association with a public company
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
straight voting
retaliates against a whistleblower
preemptive rights


26. 'The employee's claim of shareholder fraud does not have to be correct.'
terms - conditions
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
personal liability
cumulative voting


27. Audit committee

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28. What provision is enforced by the SEC only?

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29. If a public company fails to adopt the complaint procedures mandated by SOX what may happen?
special shareholders' meetings
The employer has 20 days to respond to an employee's complaint to OSHA - The employer has 30 days to object to the administrative law judge's findings and request a hearing - The employer has 60 days to appeal the board's decision to the U.S. Court o
retaliates against a whistleblower
They can have their stocks delisted by the national securities exchange and associations


30. The company or person must present evidence within __ days after receiving notice of the complaint.
Cash balance according to bank statement - Add deposit not recorded by bank (outstanding deposit) - Deduct outstanding checks (+/- Errors) - Adjusted Balance - Cash balance according to company - Add note and interest collected by bank - Deduct servi
right of first refusal
20
duty of obedience


31. What are the conditions under which OSHA will investigate individual complaints?
Any officer - contractor - subcontractor - agent - or employee of a company
A committee of members of the board of directors of a public company - formed to oversee the company's audits and accounting and financial reporting processes. Has a number of legal obligations under SOX. If a public company does not establish a sepa
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
The employee engaged in protected activity - The person accused of retaliation knew of the activity - The employee suffered an adverse employment action - The circumstances create an inference that the adverse employment action was due to the employe


32. Sarbanes-Oxley Act of 2002
right of first refusal
piercing the corporate veil
petition - Administrative Review Board - 10
Applies only to companies whose stock is traded on public exchanges. Its purpose is to restore public confidence and trust in the financial statements of companies.


33. The number of directors necessary to hold a board meeting or transact business of the board
quorum
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
If they provide information to be provided to - or assists in an investigation conducted by: A federal regulatory or law enforcement agency (such as the SEC) - A member of committee of Congress - A person who either has supervisory authority over the
voting trust


34. Company representative
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
all employees who work for public companies as long as they qualify as a whistleblower
Cash Register
Any officer - contractor - subcontractor - agent - or employee of a company


35. Bank reconcilation steps
30
Investigations - Legal proceedings
Cash Register
Cash balance according to bank statement - Add deposit not recorded by bank (outstanding deposit) - Deduct outstanding checks (+/- Errors) - Adjusted Balance - Cash balance according to company - Add note and interest collected by bank - Deduct servi


36. A meeting of the shareholders of a corporation that must be held by the corporation to elect directors and to vote on other matters

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37. Internal Complaint Procedures
The requirement that public companies create procedures for anonymous employee complaints is enforced by the SEC. The SEC has issued rules requiring the national securities exchanges and associations to delist the stock of companies that fail to comp
The financial safeguards imposed by SOX include numerous reporting requirements - but there are no reporting requirements associated solely with its whistleblower provisions - The National securities exchanges and commissions may require public compa
dividend
To protect investors by improving the accuracy and reliability of corporate disclosures - and much of the law seeks to further this goal by imposing strict rules for audits and auditors of publicly traded companies - preventing insider trading and de


38. An agreement between two or more shareholders that stipulates how they will vote their shares
petition - Administrative Review Board - 10
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
shareholder voting agreement
cumulative voting


39. Either party may object to these findings and request a hearing within __ days after receiving the finding and order.
The employee must also serve this notice on the other parties to the dispute (the employer and any other companies or individuals whom the employee accuses of retaliation)
annual shareholders' meeting
30
preemptive rights


40. The employee must also service the notice on whom?
petition - Administrative Review Board - 10
The employee must also serve this notice on the other parties to the dispute (the employer and any other companies or individuals whom the employee accuses of retaliation)
Cash Register
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication


41. What is one of the most important controls to protect cash received in over-the-counter sales?
right of first refusal
If they provide information to be provided to - or assists in an investigation conducted by: A federal regulatory or law enforcement agency (such as the SEC) - A member of committee of Congress - A person who either has supervisory authority over the
stock dividend
Cash Register


42. A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders
termination - demotion - suspension - threats - harassment
supramajority voting requirement
The employer has 20 days to respond to an employee's complaint to OSHA - The employer has 30 days to object to the administrative law judge's findings and request a hearing - The employer has 60 days to appeal the board's decision to the U.S. Court o
personal liability


43. The Board can either adopt the judge's decision as its own or __ the case itself
review
buy-and-sell agreement
To protect investors by improving the accuracy and reliability of corporate disclosures - and much of the law seeks to further this goal by imposing strict rules for audits and auditors of publicly traded companies - preventing insider trading and de
Any officer - contractor - subcontractor - agent - or employee of a company


44. Bank statement
Allows a business to reconcile the cash transactions recorded
right of first refusal
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed


45. What new employee right was created by SOX?
opportunity was presented to the director/officer in his or her corporate capacity - opportunity is related to or connected with teh corporation's current or propsed business - corporation has the financial ability to take advantage of the opportunit
Employees who complain of violations of state law - or those who complain of violations of internal company policies or procedures (unless the violation could also mislead shareholders)
Creates employee whistleblower protections: Employees who complain of - or provide information about - actions they believe to be shareholder fraud are protected from discrimination and retaliation. The law also obligates covered companies to create
Receiving - keeping - and handling complaints the company receives regarding its accounting - auditing - or internal accounting controls Allowing employees to submit confidential - anonymous complaints and concerns about questionable accounting or


46. Employees wishing to bring a lawsuit claiming they were discriminated or retaliated against in violation of SOX's whistleblower protection must first do what?

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47. A member of the board of directors who is also an officer of the corporation
inside director
If the company or person named can show by clear and convincing evidence that it would have taken the same action against the employee even in the absence of the employees protected activity
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
stock dividend


48. The employee must file a notice with the administrative law judge assigned to the original complaint __ days before filing the lawsuit.
15
Any officer - contractor - subcontractor - agent - or employee of a company
duty of loyalty
record date


49. Elements of Internal Control
cumulative voting
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
60
fiduciary duties


50. SOX deadlines

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