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. Audit committee

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2. If a hearing is requested - it will be held before an __ who will issue a __ and __.
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
Any officer - contractor - subcontractor - agent - or employee of a company
administrative law judge - decision - order
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


3. Bank statement
Allows a business to reconcile the cash transactions recorded
proxy
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
stock dividend


4. SOX generally only applies to __ - however - it's whistleblower provision also applies to company representatives.
20
public companies
administrative law judge - decision - order
They can have their stocks delisted by the national securities exchange and associations


5. The Board can either adopt the judge's decision as its own or __ the case itself
derivative lawsuit
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
petition - Administrative Review Board - 10
review


6. How does this Act define 'harm'?
Sarbanes-Oxley Act
interference with employment or livelihood of the informant
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
dividend


7. The criminal provision of SOX
shareholder voting agreement
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
Sarbanes-Oxley Act


8. Voucher
public companies
retaliates against a whistleblower
annual shareholders' meeting
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.


9. 4 elements that must be proven to show usurping of corporate opportunity:

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10. What provision is enforced by the SEC only?

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11. Either party may object to these findings and request a hearing within __ days after receiving the finding and order.
record date
30
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
stock dividend


12. Under what conditions may an employee claim protection of SOX?
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
Any officer - contractor - subcontractor - agent - or employee of a company
shareholder voting agreement
personal liability


13. The employee must file a notice with the administrative law judge assigned to the original complaint __ days before filing the lawsuit.
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.
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
15
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.


14. SOX states that __ - __ - __ - __ and __ all constitute retaliation.
piercing the corporate veil
record date
termination - demotion - suspension - threats - harassment
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)


15. 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
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
record date


16. An agreement between two or more shareholders that stipulates how they will vote their shares
shareholder voting agreement
A control for cash recevied throught the mail
dividend
Sarbanes-Oxley Act


17. Additional shares of stock distributed as a dividend
record date
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
Sarbanes-Oxley
stock dividend


18. A lawsuit a shareholder brings against an offending party on behalf of a corporation when the corporation fails to bring the lawsuit
business judgment rule
derivative lawsuit
They can have their stocks delisted by the national securities exchange and associations
supramajority voting requirement


19. The criminal provision could apply to anyone who ____________ - whether or not the perpetrator works for or has any association with a public company
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)
retaliates against a whistleblower
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
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


20. A rule that says directors and officers are not liable to the corporation or its shareholders for honest mistakes of judgment
The employee can file a lawsuit in federal district court
business judgment rule
all employees who work for public companies as long as they qualify as a whistleblower
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations


21. The penalties that may be imposed under SOX.
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
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
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
piercing the corporate veil


22. 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)
interference with employment or livelihood of the informant
right of first refusal
record date


23. If a public company fails to adopt the complaint procedures mandated by SOX what may happen?
personal liability
annual report
They can have their stocks delisted by the national securities exchange and associations
Sarbanes-Oxley


24. Sarbanes-Oxley Act of 2002
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
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
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 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


25. Examples of complaints found not to be covered under SOX
dividend
derivative lawsuit
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)
preemptive rights


26. If OSHA investigates - it will issue findings and a preliminary order within __ days after the complaint is filed.
60
The employee can file a lawsuit in federal district court
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.
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


27. Even if the employee provides evidence of individual complaints - OSHA will not investigate under what condition?
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.
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
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
proxy


28. Public company
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
Allows a business to reconcile the cash transactions recorded
review
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


29. What is one of the most important controls to protect cash received in over-the-counter sales?
quorum
Cash Register
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 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


30. What about an employee whose complaint is based on a feeling or hunch - in the absence of any evidence?
Investigations - Legal proceedings
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
quorum
They are not protected


31. SOX deadlines

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32. Company representative
Any officer - contractor - subcontractor - agent - or employee of a company
quorum
shareholder voting agreement
personal liability


33. 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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34. Employees of a corporation who are appointed by the board of directors to manage the day-to-day operations of the corporation
interference with employment or livelihood of the informant
piercing the corporate veil
officer
proxy


35. The employee must also service the notice on whom?
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)
fiduciary duties
petition - Administrative Review Board - 10
Cash Register


36. Elements of Internal Control
proxy
straight voting
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
officer


37. An agreement that requires selling shareholders to sell their shares to the other shareholders or to the corporation at the price specified in the agreement
buy-and-sell agreement
proxy
duty of care
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed


38. An agreement that requires a selling shareholder to offer his or her shares for sale to the other parties to the agreement before selling them to anyone else
special shareholders' meetings
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)
right of first refusal
Any officer - contractor - subcontractor - agent - or employee of a company


39. 'The employee's claim of shareholder fraud does not have to be correct.'
straight voting
Investigations - Legal proceedings
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
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)


40. 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
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
piercing the corporate veil
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
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


41. 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
public companies
annual shareholders' meeting
terms - conditions
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


42. 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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43. SOX (or SARBOX)
Sarbanes-Oxley
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
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
administrative law judge - decision - order


44. Bank reconcilation steps
retaliates against a whistleblower
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
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.
20


45. Voucher System
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
duty of obedience
shareholder voting agreement
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


46. A panel of decision makers who are elected by the shareholders
personal liability
board of directors
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
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


47. Who signs Report for internal contro?
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
The employee can file a lawsuit in federal district court
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations


48. Why did Congress pass SOX?
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
proxy
Sarbanes-Oxley
public companies


49. What is the stated purpose of SOX?
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
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
public companies


50. 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
voting trust
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
annual shareholders' meeting
cumulative voting