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. SOC record keeping requirements
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
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.
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
violation of a director's or officer's duty of loyalty. if proven - corporation can (1) acquire opportunity from director/officer and (2) recover any profits made by the director/officer


2. How does this Act define 'harm'?
interference with employment or livelihood of the informant
30
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
proxy


3. Rights that give existing shareholders the option of subscribing to new share being issued in proportion to their current ownership interests
petition - Administrative Review Board - 10
preemptive rights
60
straight voting


4. The SEC regulations to not require companies to follow what?
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)
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
special shareholders' meetings
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations


5. Employees of a corporation who are appointed by the board of directors to manage the day-to-day operations of the corporation
officer
A control for cash recevied throught the mail
They can have their stocks delisted by the national securities exchange and associations
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations


6. A duty of corporate directors and officers to use care and diligence when acting on behalf of the corporation
personal liability
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
duty of care
30


7. Failure of a corporate director or officer to exercise the duty of care while conducting the corporation's business
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
Allows a business to reconcile the cash transactions recorded
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
negligence


8. The penalties that may be imposed under SOX.
Sarbanes-Oxley Act
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)
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
violation of a director's or officer's duty of loyalty. if proven - corporation can (1) acquire opportunity from director/officer and (2) recover any profits made by the director/officer


9. SOX creates __ for company representatives.
business judgment rule
personal liability
quorum
board of directors


10. SOX states that __ - __ - __ - __ and __ all constitute retaliation.
30
termination - demotion - suspension - threats - harassment
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
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct


11. Bank reconcilation steps
15
supramajority voting requirement
personal liability
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


12. Audit committee

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13. A rule that says directors and officers are not liable to the corporation or its shareholders for honest mistakes of judgment
special shareholders' meetings
business judgment rule
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
outside director


14. Company representative
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
Any officer - contractor - subcontractor - agent - or employee of a company
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
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


15. Either party may object to these findings and request a hearing within __ days after receiving the finding and order.
30
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
officer
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)


16. The employee must file a notice with the administrative law judge assigned to the original complaint __ days before filing the lawsuit.
15
personal liability
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)
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


17. What is the stated purpose of SOX?
voting trust
administrative law judge - decision - order
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
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


18. Elements of Internal Control
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
Investigations - Legal proceedings
Sarbanes-Oxley
A control for cash recevied throught the mail


19. The criminal provision could apply to anyone who ____________ - whether or not the perpetrator works for or has any association with a public company
preemptive rights
supramajority voting requirement
retaliates against a whistleblower
Investigations - Legal proceedings


20. 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
Sarbanes-Oxley
terms - conditions
15
stock dividend


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

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22. A written document that a shareholder signs - authorizing another person to vote his or her shares at the shareholders' meetings in the event of the shareholder's absence
board of directors
proxy
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
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.


23. Additional shares of stock distributed as a dividend
supramajority voting requirement
termination - demotion - suspension - threats - harassment
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


24. Example of whistle blowing activities that DOL has found to be covered under SOX.
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
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud


25. What is required to qualify as a protected whistleblower
straight voting
interference with employment or livelihood of the informant
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
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


26. If a public company fails to adopt the complaint procedures mandated by SOX what may happen?
15
annual report
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
They can have their stocks delisted by the national securities exchange and associations


27. 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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28. SOX generally only applies to __ - however - it's whistleblower provision also applies to company representatives.
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
public companies
supramajority voting requirement


29. Usurping of corporate opportunity

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30. Public company
special shareholders' meetings
piercing the corporate veil
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
stock dividend


31. Even if the employee provides evidence of individual complaints - OSHA will not investigate under what condition?
duty of obedience
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
all employees who work for public companies as long as they qualify as a whistleblower
review


32. A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
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
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
record date


33. An arrangement in which the shareholders transfer their stock certificates to a trustee who is empowered to vote the shares
voting trust
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
piercing the corporate veil
duty of obedience


34. To be protected by sox an employee must do one of what activities?
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
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
fiduciary duties
Cash Register


35. The criminal provision of SOX
Sarbanes-Oxley
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
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
Analysis of the items and amounts that cause the cash balance reported in the bank statement to differ from the balance of the cash account in the ledger in order to determine the adjusted cash balance.


36. 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
Allows a business to reconcile the cash transactions recorded
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
quorum


37. A duty that directors and officers have not to act adversely to the interests of the corporation and to subordinate their personal interests to those of the corporation and its shareholders
duty of loyalty
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
dividend
review


38. A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders
supramajority voting requirement
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)
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
Sarbanes-Oxley


39. A member of the board of directors who is also an officer of the corporation
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
personal liability
inside director
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


40. What about an employee whose complaint is based on a feeling or hunch - in the absence of any evidence?
supramajority voting requirement
terms - conditions
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.
They are not protected


41. 4 elements that must be proven to show usurping of corporate opportunity:

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42. Voucher
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
public companies
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
negligence


43. Voucher System
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 employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
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


44. A doctrine that says if a shareholder dominates a corporation and uses it for improper purposes - a court of equity can disregard the corporate entity and hold the shareholder personally liable for the corporation's debts and obligations - also calle
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
piercing the corporate veil
review
duty of loyalty


45. A report provided to shareholders that contains a balance sheet - an income statement - and a statement of changes in shareholder equity
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
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
annual report
stock dividend


46. The duties of obedience - care - and loyalty owed by directors and officers to their corporation and its shareholders
duty of loyalty
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
annual report
fiduciary duties


47. If a hearing is requested - it will be held before an __ who will issue a __ and __.
fiduciary duties
Any officer - contractor - subcontractor - agent - or employee of a company
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
administrative law judge - decision - order


48. A lawsuit a shareholder brings against an offending party on behalf of a corporation when the corporation fails to bring the lawsuit
preemptive rights
derivative lawsuit
review
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud


49. Sarbanes-Oxley Act of 2002
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.
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.
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
quorum


50. Bank accounts
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
negligence
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
Any officer - contractor - subcontractor - agent - or employee of a company