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Test your basic knowledge |
Sarbanes Oxley Act: SOX Corporate Governance
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Subjects
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certifications
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sarbanes-oxley
Instructions:
Answer 50 questions in 15 minutes.
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study here
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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. SOX generally only applies to __ - however - it's whistleblower provision also applies to company representatives.
voting trust
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
public companies
petition - Administrative Review Board - 10
2. Employees of a corporation who are appointed by the board of directors to manage the day-to-day operations of the corporation
Sarbanes-Oxley Act
record date
officer
shareholder voting agreement
3. What about an employee whose complaint is based on a feeling or hunch - in the absence of any evidence?
special shareholders' meetings
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
inside director
They are not protected
4. 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?
annual shareholders' meeting
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 employee can file a lawsuit in federal district court
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
5. Who signs Report for internal contro?
business judgment rule
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
15
6. What procedures must the audit committee of a public company establish?
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
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
quorum
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
7. How does this Act define 'harm'?
interference with employment or livelihood of the informant
personal liability
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.
straight voting
8. Public company
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
officer
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
business judgment rule
9. The employee is required to do what relative to protected whistleblowers?
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10. What employees are protected under SOX?
all employees who work for public companies as long as they qualify as a whistleblower
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 employee can file a lawsuit in federal district court
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
11. An arrangement in which the shareholders transfer their stock certificates to a trustee who is empowered to vote the shares
duty of care
fiduciary duties
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
voting trust
12. An agreement between two or more shareholders that stipulates how they will vote their shares
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
shareholder voting agreement
outside director
board of directors
13. 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
buy-and-sell agreement
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
terms - conditions
public companies
14. Voucher
Allows a business to reconcile the cash transactions recorded
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
cumulative voting
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
15. The penalties that may be imposed under SOX.
duty of care
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
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
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
16. What is the stated purpose of SOX?
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
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
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
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
17. A member of a board of directors who is not an officer of the corporation
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
outside director
termination - demotion - suspension - threats - harassment
public companies
18. 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
A control for cash recevied throught the mail
The person or company must present it's evidence within 20 days after it receives the complaint
inside director
19. 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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20. The Board can either adopt the judge's decision as its own or __ the case itself
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)
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
officer
review
21. Even if the employee provides evidence of individual complaints - OSHA will not investigate under what condition?
inside director
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
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
22. SOX (or SARBOX)
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)
record date
Allows a business to reconcile the cash transactions recorded
Sarbanes-Oxley
23. Either party may object to these findings and request a hearing within __ days after receiving the finding and order.
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
straight voting
30
review
24. Sox important Organizations that you must know
Any officer - contractor - subcontractor - agent - or employee of a company
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
review
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
25. Internal Complaint Procedures
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.
20
terms - conditions
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
26. A member of the board of directors who is also an officer of the corporation
60
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 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
inside director
27. A distribution of profits of the corporation to shareholders
personal liability
annual shareholders' meeting
dividend
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
28. Objectives of Internal Control
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 are not protected
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
29. If a public company fails to adopt the complaint procedures mandated by SOX what may happen?
stock dividend
They can have their stocks delisted by the national securities exchange and associations
20
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
30. A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
record date
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
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
31. Bank statement
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
derivative lawsuit
The employee can file a lawsuit in federal district court
32. Additional shares of stock distributed as a dividend
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.
fiduciary duties
duty of loyalty
33. Failure of a corporate director or officer to exercise the duty of care while conducting the corporation's business
negligence
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.
outside director
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
34. Elements of Internal Control
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
annual report
derivative lawsuit
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
35. 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
termination - demotion - suspension - threats - harassment
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
duty of obedience
Investigations - Legal proceedings
36. SOC record keeping requirements
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.
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
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
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
37. To be protected by sox an employee must do one of what activities?
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
straight voting
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
duty of obedience
38. A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders
The person or company must present it's evidence within 20 days after it receives the complaint
supramajority voting requirement
inside 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
39. What are the conditions under which OSHA will investigate individual complaints?
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 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
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
40. Audit committee
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41. Remittance Advice
A control for cash recevied throught the mail
business judgment rule
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
review
42. 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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43. 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
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)
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.
44. The employee must also service the notice on whom?
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
outside director
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 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)
45. The employee must file a notice with the administrative law judge assigned to the original complaint __ days before filing the lawsuit.
proxy
15
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
officer
46. Under what conditions may an employee claim protection of SOX?
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.
annual shareholders' meeting
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
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
47. Types of proceedings protected under SOX?
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
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
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.
Investigations - Legal proceedings
48. 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
piercing the corporate veil
30
duty of loyalty
business judgment rule
49. Bank reconcilation steps
straight voting
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
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
all employees who work for public companies as long as they qualify as a whistleblower
50. If a hearing is requested - it will be held before an __ who will issue a __ and __.
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
stock dividend
administrative law judge - decision - order
20