Instructions:

• Answer 50 questions in 15 minutes.
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• Match each statement with the correct term.
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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 must file a notice with the administrative law judge assigned to the original complaint __ days before filing the lawsuit.
preemptive rights
15
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)
supramajority voting requirement


2. What provision is enforced by the SEC only?

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3. Additional shares of stock distributed as a dividend
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
all employees who work for public companies as long as they qualify as a whistleblower
stock dividend
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.


4. If a public company fails to adopt the complaint procedures mandated by SOX what may happen?
quorum
public companies
They can have their stocks delisted by the national securities exchange and associations
officer


5. Internal Complaint Procedures
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
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
retaliates against a whistleblower
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


6. How does this Act define 'harm'?
They can have their stocks delisted by the national securities exchange and associations
interference with employment or livelihood of the informant
voting trust
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.


7. A panel of decision makers who are elected by the shareholders
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
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
board of directors
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed


8. Bank statement
duty of care
Allows a business to reconcile the cash transactions recorded
petition - Administrative Review Board - 10
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders


9. 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
preemptive rights
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


10. What is required to qualify as a protected whistleblower
termination - demotion - suspension - threats - harassment
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
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
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


11. SOC record keeping requirements
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
fiduciary duties
stock dividend


12. 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
proxy
petition - Administrative Review Board - 10
30
quorum


13. A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders
buy-and-sell agreement
supramajority voting requirement
Investigations - Legal proceedings
record date


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

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15. 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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16. To be protected by sox an employee must do one of what activities?
fiduciary duties
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
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. Personal liability provision
public companies
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
They can have their stocks delisted by the national securities exchange and associations
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


18. 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
termination - demotion - suspension - threats - harassment
buy-and-sell agreement
annual report


19. Remittance Advice
A control for cash recevied throught the mail
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
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


20. Special-purpose cash funds
Any officer - contractor - subcontractor - agent - or employee of a company
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
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


21. The employee must also service the notice on whom?
preemptive rights
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)
duty of obedience
supramajority voting requirement


22. Sarbanes-Oxley Act of 2002
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
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.
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)
record date


23. 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
petition - Administrative Review Board - 10
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)
15


24. 4 elements that must be proven to show usurping of corporate opportunity:

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25. What employees are protected under SOX?
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
all employees who work for public companies as long as they qualify as a whistleblower
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
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct


26. 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
right of first refusal
60
A control for cash recevied throught the mail
voting trust


27. 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
outside director
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
Sarbanes-Oxley Act
personal liability


28. Who signs Report for internal contro?
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
preemptive rights
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.
piercing the corporate veil


29. 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?
public companies
The employee can file a lawsuit in federal district court
shareholder voting agreement
Sarbanes-Oxley


30. The penalties that may be imposed under SOX.
retaliates against a whistleblower
record date
duty of care
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


31. A lawsuit a shareholder brings against an offending party on behalf of a corporation when the corporation fails to bring the lawsuit
quorum
derivative lawsuit
quorum
retaliates against a whistleblower


32. What procedures must the audit committee of a public company establish?
cumulative voting
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
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 person or company must present it's evidence within 20 days after it receives the complaint


33. A distribution of profits of the corporation to shareholders
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
outside director
straight voting
dividend


34. If OSHA investigates - it will issue findings and a preliminary order within __ days after the complaint is filed.
petition - Administrative Review Board - 10
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
60


35. The Board can either adopt the judge's decision as its own or __ the case itself
review
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 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)
termination - demotion - suspension - threats - harassment


36. SOX creates __ for company representatives.
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
They can have their stocks delisted by the national securities exchange and associations
terms - conditions


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


38. An arrangement in which the shareholders transfer their stock certificates to a trustee who is empowered to vote the shares
termination - demotion - suspension - threats - harassment
retaliates against a whistleblower
60
voting trust


39. A member of the board of directors who is also an officer of the corporation
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
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)
inside director
right of first refusal


40. Example of whistle blowing activities that DOL has found to be covered under SOX.
15
quorum
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
cumulative voting


41. 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
piercing the corporate veil
negligence
dividend
termination - demotion - suspension - threats - harassment


42. A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting
record date
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
duty of care
business judgment rule


43. 'The employee's claim of shareholder fraud does not have to be correct.'
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
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
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
The person or company must present it's evidence within 20 days after it receives the complaint


44. If a hearing is requested - it will be held before an __ who will issue a __ and __.
negligence
Investigations - Legal proceedings
administrative law judge - decision - order
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


45. Voucher System
They can have their stocks delisted by the national securities exchange and associations
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
cumulative voting
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.


46. A duty of corporate directors and officers to use care and diligence when acting on behalf of the corporation
They can have their stocks delisted by the national securities exchange and associations
review
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
duty of care


47. What is the stated purpose of SOX?
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
A control for cash recevied throught the mail
inside director
right of first refusal


48. SOX deadlines

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49. An agreement between two or more shareholders that stipulates how they will vote their shares
derivative lawsuit
15
termination - demotion - suspension - threats - harassment
shareholder voting agreement


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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