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. A lawsuit a shareholder brings against an offending party on behalf of a corporation when the corporation fails to bring the lawsuit
Cash Register
officer
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


2. Failure of a corporate director or officer to exercise the duty of care while conducting the corporation's business
negligence
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.
quorum
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.


3. Types of proceedings protected under SOX?
duty of obedience
60
Investigations - Legal proceedings
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.


4. What provision is enforced by the SEC only?

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5. 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
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
derivative lawsuit
piercing the corporate veil
stock dividend


6. Internal Complaint Procedures
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
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
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
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


7. Either party may object to these findings and request a hearing within __ days after receiving the finding and order.
30
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
duty of care
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)


8. Bank reconcilation
annual report
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.
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
Sarbanes-Oxley


9. Usurping of corporate opportunity

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10. Bank statement
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
shareholder voting agreement
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
Allows a business to reconcile the cash transactions recorded


11. The criminal provision could apply to anyone who ____________ - whether or not the perpetrator works for or has any association with a public company
retaliates against a whistleblower
20
cumulative voting
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed


12. Bank reconcilation steps
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
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
The employee can file a lawsuit in federal district court
quorum


13. A duty of corporate directors and officers to use care and diligence when acting on behalf of the corporation
derivative lawsuit
duty of care
They are not protected
outside director


14. What procedures must the audit committee of a public company establish?
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
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
voting trust
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


15. Bank accounts
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
negligence
officer
A control for cash recevied throught the mail


16. Sox important Organizations that you must know
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
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
piercing the corporate veil
duty of care


17. Public company
20
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 company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
The person or company must present it's evidence within 20 days after it receives the complaint


18. 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
personal liability
annual shareholders' meeting
straight voting


19. 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
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
Sarbanes-Oxley Act
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
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud


20. The number of directors necessary to hold a board meeting or transact business of the board
termination - demotion - suspension - threats - harassment
quorum
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


21. A panel of decision makers who are elected by the shareholders
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
annual report
They can have their stocks delisted by the national securities exchange and associations


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

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23. 'The employee's claim of shareholder fraud does not have to be correct.'
supramajority voting requirement
15
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
dividend


24. 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
dividend
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
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)
straight voting


25. Elements of Internal Control
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
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


26. 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
cumulative voting
board of directors
annual report
60


27. Personal liability provision
all employees who work for public companies as long as they qualify as a whistleblower
right of first refusal
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
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


28. What employees are protected under SOX?
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
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
all employees who work for public companies as long as they qualify as a whistleblower
Allows a business to reconcile the cash transactions recorded


29. Even if the employee provides evidence of individual complaints - OSHA will not investigate under what condition?
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
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
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
Sarbanes-Oxley Act


30. An agreement between two or more shareholders that stipulates how they will vote their shares
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
duty of loyalty
shareholder voting agreement
duty of care


31. Special-purpose cash funds
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
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
public companies


32. If OSHA investigates - it will issue findings and a preliminary order within __ days after the complaint is filed.
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
60
termination - demotion - suspension - threats - harassment
outside director


33. What is the stated purpose of SOX?
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
The person or company must present it's evidence within 20 days after it receives the complaint
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
Investigations - Legal proceedings


34. What are the conditions under which OSHA will investigate individual complaints?
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
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
20
special shareholders' meetings


35. The employee must also service the notice on whom?
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)
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
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)
special shareholders' meetings


36. What is required to qualify as a protected whistleblower
cumulative voting
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
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
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. Why did Congress pass SOX?
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
interference with employment or livelihood of the informant
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
annual shareholders' meeting


38. What new employee right was created by SOX?
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding 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
board of directors
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


39. Additional shares of stock distributed as a dividend
Investigations - Legal proceedings
annual report
stock dividend
They are not protected


40. Under what conditions may an employee claim protection of SOX?
The person or company must present it's evidence within 20 days after it receives the complaint
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
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
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


41. A member of a board of directors who is not an officer of the corporation
Any officer - contractor - subcontractor - agent - or employee of a company
outside director
They are not protected
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed


42. SOX creates __ for company representatives.
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
personal liability
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
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


43. A report provided to shareholders that contains a balance sheet - an income statement - and a statement of changes in shareholder equity
petition - Administrative Review Board - 10
annual report
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
Investigations - Legal proceedings


44. SOC record keeping requirements
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
administrative law judge - decision - order
termination - demotion - suspension - threats - harassment


45. The company or person must present evidence within __ days after receiving notice of the complaint.
derivative lawsuit
20
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
administrative law judge - decision - order


46. A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders
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
duty of care
supramajority voting requirement
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


47. The penalties that may be imposed under SOX.
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
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
administrative law judge - decision - order


48. 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
negligence
shareholder voting agreement
termination - demotion - suspension - threats - harassment


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. 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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