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. 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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2. Rights that give existing shareholders the option of subscribing to new share being issued in proportion to their current ownership interests
They can have their stocks delisted by the national securities exchange and associations
petition - Administrative Review Board - 10
preemptive rights
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


3. If OSHA investigates - it will issue findings and a preliminary order within __ days after the complaint is filed.
15
60
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
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


4. Public company
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
negligence
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.


5. Elements of Internal Control
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)
negligence
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
straight voting


6. Examples of complaints found not to be covered under SOX
60
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)
public companies
review


7. The criminal provision of SOX
all employees who work for public companies as long as they qualify as a whistleblower
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
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
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


8. An arrangement in which the shareholders transfer their stock certificates to a trustee who is empowered to vote the shares
all employees who work for public companies as long as they qualify as a whistleblower
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.
voting trust
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


9. What about an employee whose complaint is based on a feeling or hunch - in the absence of any evidence?
They are not protected
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 person or company must present it's evidence within 20 days after it receives the complaint
outside director


10. What is one of the most important controls to protect cash received in over-the-counter sales?
duty of obedience
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
Allows a business to reconcile the cash transactions recorded
Cash Register


11. 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
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
straight voting
cumulative voting


12. 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.
quorum
Investigations - Legal proceedings
termination - demotion - suspension - threats - harassment


13. 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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14. The penalties that may be imposed under 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
The employee can file a lawsuit in federal district court
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
cumulative voting


15. How does this Act define 'harm'?
interference with employment or livelihood of the informant
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
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 only needed to show that he or she had a reasonable belief that the conduct constituted fraud


16. Additional shares of stock distributed as a dividend
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
stock dividend
30
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication


17. Sarbanes-Oxley Act of 2002
review
proxy
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
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.


18. SOX (or SARBOX)
Sarbanes-Oxley Act
public companies
dividend
Sarbanes-Oxley


19. Bank reconcilation steps
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
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
public companies


20. 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?
quorum
dividend
duty of obedience
The employee can file a lawsuit in federal district court


21. 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
fiduciary duties
buy-and-sell agreement
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
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


22. Failure of a corporate director or officer to exercise the duty of care while conducting the corporation's business
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
negligence
Cash Register
annual shareholders' meeting


23. SOX states that __ - __ - __ - __ and __ all constitute retaliation.
30
termination - demotion - suspension - threats - harassment
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
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.


24. 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
Any officer - contractor - subcontractor - agent - or employee of a company
duty of loyalty
fiduciary duties


25. A rule that says directors and officers are not liable to the corporation or its shareholders for honest mistakes of judgment
20
business judgment rule
Sarbanes-Oxley Act
shareholder voting agreement


26. A lawsuit a shareholder brings against an offending party on behalf of a corporation when the corporation fails to bring the lawsuit
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
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


27. Company representative
dividend
stock dividend
board of directors
Any officer - contractor - subcontractor - agent - or employee of a company


28. Internal Complaint Procedures
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
public companies
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
record date


29. Why did Congress pass SOX?
duty of loyalty
cumulative voting
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication


30. A duty of corporate directors and officers to use care and diligence when acting on behalf of the corporation
duty of obedience
buy-and-sell agreement
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


31. A written document that a shareholder signs - authorizing another person to vote his or her shares at the shareholders' meetings in the event of the shareholder's absence
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
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
proxy
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


32. Usurping of corporate opportunity

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33. Remittance Advice
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
A control for cash recevied throught the mail
voting trust
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


34. Sox important Organizations that you must know
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
cumulative voting
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
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.


35. Under what conditions may an employee claim protection of SOX?
business judgment rule
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
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


36. 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
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
retaliates against a whistleblower
straight voting
negligence


37. What is the stated purpose of SOX?
fiduciary duties
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
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
negligence


38. The company or person must present evidence within __ days after receiving notice of the complaint.
administrative law judge - decision - order
20
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


39. A report provided to shareholders that contains a balance sheet - an income statement - and a statement of changes in shareholder equity
business judgment rule
terms - conditions
officer
annual report


40. Bank accounts
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
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.
Sarbanes-Oxley Act
They can have their stocks delisted by the national securities exchange and associations


41. What procedures must the audit committee of a public company establish?
annual shareholders' meeting
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
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
duty of loyalty


42. A panel of decision makers who are elected by the shareholders
interference with employment or livelihood of the informant
board of directors
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
duty of loyalty


43. Audit committee

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44. A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders
negligence
supramajority voting requirement
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.
Sarbanes-Oxley


45. Objectives of Internal Control
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.
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
public companies
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations


46. The SEC regulations to not require companies to follow what?
The person or company must present it's evidence within 20 days after it receives the complaint
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
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)
cumulative voting


47. A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting
officer
record date
straight voting
duty of care


48. Example of whistle blowing activities that DOL has found to be covered under SOX.
business judgment rule
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.
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
Any officer - contractor - subcontractor - agent - or employee of a company


49. The employee must also service the notice on whom?
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.
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
review
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)


50. SOX deadlines

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