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Test your basic knowledge |
Sarbanes Oxley Act: SOX Corporate Governance
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certifications
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sarbanes-oxley
Instructions:
Answer 50 questions in 15 minutes.
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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. The employee is required to do what relative to protected whistleblowers?
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2. Example of whistle blowing activities that DOL has found to be covered under SOX.
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
Cash Register
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
A control for cash recevied throught the mail
3. Sox important Organizations that you must know
Allows a business to reconcile the cash transactions recorded
public companies
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
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
4. Types of proceedings protected under SOX?
Investigations - Legal proceedings
voting trust
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
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
5. The Board can either adopt the judge's decision as its own or __ the case itself
duty of loyalty
preemptive rights
review
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
6. Who signs Report for internal contro?
outside director
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.
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
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
7. A member of a board of directors who is not an officer of the corporation
duty of care
outside director
negligence
fiduciary duties
8. Examples of complaints found not to be covered under SOX
right of first refusal
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
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)
9. Public company
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
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
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
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10. SOX generally only applies to __ - however - it's whistleblower provision also applies to company representatives.
public companies
They are not protected
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
stock dividend
11. What new employee right was created by SOX?
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
Sarbanes-Oxley Act
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
12. An agreement between two or more shareholders that stipulates how they will vote their shares
negligence
15
shareholder voting agreement
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
13. 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
petition - Administrative Review Board - 10
duty of obedience
Sarbanes-Oxley
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
14. SOX deadlines
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15. 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
duty of obedience
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
terms - conditions
retaliates against a whistleblower
16. The employee must also service the notice on whom?
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
proxy
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
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)
17. What is the stated purpose of SOX?
stock 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
There is no avenue for employee complains regarding a public company's failure to adopt an appropriate system for confidential employee complaints. This provision is enforced by the SEC only.
buy-and-sell agreement
18. SOX (or SARBOX)
Sarbanes-Oxley
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
preemptive rights
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19. 'The employee's claim of shareholder fraud does not have to be correct.'
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
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
duty of obedience
annual report
20. What procedures must the audit committee of a public company establish?
Cash Register
public companies
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
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
21. What is one of the most important controls to protect cash received in over-the-counter sales?
outside director
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
right of first refusal
Cash Register
22. Bank accounts
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
Allows a business to reconcile the cash transactions recorded
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
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
23. If a public company fails to adopt the complaint procedures mandated by SOX what may happen?
public companies
interference with employment or livelihood of the informant
They can have their stocks delisted by the national securities exchange and associations
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
24. The SEC regulations to not require companies to follow what?
20
administrative law judge - decision - order
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 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)
25. Audit committee
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26. The company or person must present evidence within __ days after receiving notice of the complaint.
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
derivative lawsuit
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
20
27. 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
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
straight voting
Sarbanes-Oxley
officer
28. An arrangement in which the shareholders transfer their stock certificates to a trustee who is empowered to vote the shares
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
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.
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
voting trust
29. Employees of a corporation who are appointed by the board of directors to manage the day-to-day operations of the corporation
officer
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.
Allows a business to reconcile the cash transactions recorded
petition - Administrative Review Board - 10
30. Even if the employee provides evidence of individual complaints - OSHA will not investigate under what condition?
derivative lawsuit
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
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.
Any officer - contractor - subcontractor - agent - or employee of a company
31. A duty of corporate directors and officers to use care and diligence when acting on behalf of the corporation
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
15
duty of care
The employee can file a lawsuit in federal district court
32. Bank reconcilation
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
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.
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
dividend
33. Under what conditions may an employee claim protection of SOX?
They are not protected
Investigations - Legal proceedings
outside director
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
34. Additional shares of stock distributed as a dividend
stock dividend
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
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
fiduciary duties
35. What is required to qualify as a protected whistleblower
supramajority voting requirement
outside director
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
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
36. The criminal provision of SOX
board of directors
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
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
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
37. Voucher
interference with employment or livelihood of the informant
Sarbanes-Oxley Act
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
voting trust
38. Sarbanes-Oxley Act of 2002
personal liability
officer
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.
fiduciary duties
39. A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting
Allows a business to reconcile the cash transactions recorded
record date
right of first refusal
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
40. A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders
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.
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
review
supramajority voting requirement
41. Meetings of a shareholders that may be called to consider and vote on important or emergency issues - such as a proposed merger or amending the articles of incorporation
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42. Establishes establishes far reaching rules regarding coporate governance; CEO and CFO certification; reimbursement of bonuses and incentive pay; prohibition on personal loans; tampering with evidence; bar from acting as an officer/director
public companies
record date
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
Sarbanes-Oxley Act
43. SOX states that __ - __ - __ - __ and __ all constitute retaliation.
A control for cash recevied throught the mail
termination - demotion - suspension - threats - harassment
stock dividend
annual shareholders' meeting
44. If OSHA does not issue a final decision on the employee's complaint within 180 days after the complaint is filed - the employee can do what?
The employee can file a lawsuit in federal district court
derivative lawsuit
petition - Administrative Review Board - 10
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
45. 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
voting trust
duty of obedience
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
officer
46. If OSHA investigates - it will issue findings and a preliminary order within __ days after the complaint is filed.
60
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
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
interference with employment or livelihood of the informant
47. Rights that give existing shareholders the option of subscribing to new share being issued in proportion to their current ownership interests
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
personal liability
board of directors
preemptive rights
48. What employees are protected under SOX?
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
60
all employees who work for public companies as long as they qualify as a whistleblower
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
49. 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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50. What about an employee whose complaint is based on a feeling or hunch - in the absence of any evidence?
annual report
They are not protected
Cash Register
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
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