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. If a public company fails to adopt the complaint procedures mandated by SOX what may happen?
retaliates against a whistleblower
They can have their stocks delisted by the national securities exchange and associations
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record date


2. Either party may object to these findings and request a hearing within __ days after receiving the finding and 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
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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


3. Rights that give existing shareholders the option of subscribing to new share being issued in proportion to their current ownership interests
Any officer - contractor - subcontractor - agent - or employee of a company
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
preemptive rights
Cash Register


4. Personal liability provision
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
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
record date
preemptive rights


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


6. An arrangement in which the shareholders transfer their stock certificates to a trustee who is empowered to vote the shares
supramajority voting requirement
right of first refusal
business judgment rule
voting trust


7. Elements of Internal Control
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
Cash Register
derivative lawsuit
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


8. 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
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
termination - demotion - suspension - threats - harassment
A control for cash recevied throught the mail


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


10. Bank reconcilation
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.
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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
outside director


11. Public company
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
outside director
They can have their stocks delisted by the national securities exchange and associations
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.


12. 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?
The employee can file a lawsuit in federal district court
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.
personal liability
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


13. Either party may request a review of the judge's decision by filing a __ with the __ within __ days after the date on the judge's order
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
The employee can file a lawsuit in federal district court
petition - Administrative Review Board - 10
proxy


14. Voucher
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
officer
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
20


15. A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders
supramajority voting requirement
annual shareholders' meeting
annual report
duty of care


16. 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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17. Audit committee

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18. 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
dividend
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
duty of obedience
quorum


19. SOX creates __ for company representatives.
terms - conditions
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
personal liability
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.


20. What about an employee whose complaint is based on a feeling or hunch - in the absence of any evidence?
They are not protected
personal liability
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 loyalty


21. 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
outside director
cumulative voting
Allows a business to reconcile the cash transactions recorded
stock dividend


22. 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
termination - demotion - suspension - threats - harassment
Any officer - contractor - subcontractor - agent - or employee of a company
quorum


23. Under what conditions may an employee claim protection of SOX?
record date
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
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
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations


24. A report provided to shareholders that contains a balance sheet - an income statement - and a statement of changes in shareholder equity
annual report
A control for cash recevied throught the mail
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
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.


25. 'The employee's claim of shareholder fraud does not have to be correct.'
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
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
quorum
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud


26. SOX generally only applies to __ - however - it's whistleblower provision also applies to company representatives.
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
derivative lawsuit
preemptive rights
public companies


27. The Board can either adopt the judge's decision as its own or __ the case itself
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
officer
review
preemptive rights


28. A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting
piercing the corporate veil
record date
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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


29. Voucher System
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
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
buy-and-sell agreement


30. The company or person must present evidence within __ days after receiving notice of the complaint.
Sarbanes-Oxley Act
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dividend
Allows a business to reconcile the cash transactions recorded


31. SOX states that __ - __ - __ - __ and __ all constitute retaliation.
termination - demotion - suspension - threats - harassment
negligence
The employee can file a lawsuit in federal district court
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


32. 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
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
buy-and-sell agreement
quorum
annual report


33. Bank statement
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
Allows a business to reconcile the cash transactions recorded
piercing the corporate veil
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed


34. Sarbanes-Oxley Act of 2002
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
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.
board of directors


35. Bank reconcilation steps
officer
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.
all employees who work for public companies as long as they qualify as 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


36. A rule that says directors and officers are not liable to the corporation or its shareholders for honest mistakes of judgment
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
duty of care
buy-and-sell agreement
business judgment rule


37. Types of proceedings protected under SOX?
Investigations - Legal proceedings
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
quorum
administrative law judge - decision - order


38. The penalties that may be imposed under SOX.
interference with employment or livelihood of the informant
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
They are not protected
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations


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


41. 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
quorum
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
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


42. Usurping of corporate opportunity

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43. What provision is enforced by the SEC only?

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44. Company representative
quorum
right of first refusal
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


45. 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
20
terms - conditions
termination - demotion - suspension - threats - harassment
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


46. A member of the board of directors who is also an officer of the corporation
15
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
inside director
special shareholders' meetings


47. How does this Act define 'harm'?
interference with employment or livelihood of the informant
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
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud


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
quorum
duty of loyalty
The employee can file a lawsuit in federal district court
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct


49. The duties of obedience - care - and loyalty owed by directors and officers to their corporation and its shareholders
fiduciary duties
voting trust
administrative law judge - decision - order
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)


50. 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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