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. SOX generally only applies to __ - however - it's whistleblower provision also applies to company representatives.
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
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
duty of care
public companies


2. The penalties that may be imposed under SOX.
straight voting
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
Investigations - Legal proceedings


3. 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
retaliates against a whistleblower
terms - conditions
A control for cash recevied throught the mail
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


4. Personal liability provision
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
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
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
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


5. SOX (or SARBOX)
Sarbanes-Oxley
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
quorum
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


6. An agreement between two or more shareholders that stipulates how they will vote their shares
proxy
30
Sarbanes-Oxley
shareholder voting agreement


7. Either party may object to these findings and request a hearing within __ days after receiving the finding and order.
special shareholders' meetings
Any officer - contractor - subcontractor - agent - or employee of a company
business judgment rule
30


8. What employees are protected under SOX?
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
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
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
all employees who work for public companies as long as they qualify as a whistleblower


9. Employees of a corporation who are appointed by the board of directors to manage the day-to-day operations of the corporation
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.
officer
interference with employment or livelihood of the informant
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


10. Voucher System
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
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
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


11. 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
outside director
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
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


12. Example of whistle blowing activities that DOL has found to be covered under SOX.
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
quorum
record date
personal liability


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


14. Bank reconcilation
administrative law judge - decision - order
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.
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
duty of care


15. 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
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
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
record date
petition - Administrative Review Board - 10


16. Bank statement
duty of loyalty
30
administrative law judge - decision - order
Allows a business to reconcile the cash transactions recorded


17. Company representative
Any officer - contractor - subcontractor - agent - or employee of a company
record date
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.
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


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


19. A member of a board of directors who is not an officer of the corporation
annual report
outside director
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
inside director


20. Bank accounts
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)
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations


21. A panel of decision makers who are elected by the shareholders
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
board of directors


22. 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
all employees who work for public companies as long as they qualify as a whistleblower
60
Sarbanes-Oxley Act
The person or company must present it's evidence within 20 days after it receives the complaint


23. 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
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
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
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


24. 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
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
stock dividend
A control for cash recevied throught the mail


25. A lawsuit a shareholder brings against an offending party on behalf of a corporation when the corporation fails to bring the lawsuit
fiduciary duties
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
derivative lawsuit
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)


26. Usurping of corporate opportunity

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27. The criminal provision of SOX
duty of loyalty
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
voting trust
inside director


28. '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
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.
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
terms - conditions


29. Sarbanes-Oxley Act of 2002
special shareholders' meetings
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
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.
terms - conditions


30. 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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31. Even if the employee provides evidence of individual complaints - OSHA will not investigate under what condition?
shareholder voting agreement
annual report
Allows a business to reconcile the cash transactions recorded
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


32. Voucher
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
duty of loyalty
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
Investigations - Legal proceedings


33. Types of proceedings 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
duty of care
Investigations - Legal proceedings
annual report


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

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35. Elements of Internal Control
petition - Administrative Review Board - 10
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
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
record date


36. Why did Congress pass SOX?
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)
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding 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
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.


37. Remittance Advice
A control for cash recevied throught the mail
interference with employment or livelihood of the informant
review
piercing the corporate veil


38. The SEC regulations to not require companies to follow what?
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)
The employee can file a lawsuit in federal district court
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
all employees who work for public companies as long as they qualify as a whistleblower


39. A member of the board of directors who is also an officer of the corporation
Any officer - contractor - subcontractor - agent - or employee of a company
quorum
Sarbanes-Oxley Act
inside director


40. If a public company fails to adopt the complaint procedures mandated by SOX what may happen?
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
They can have their stocks delisted by the national securities exchange and associations
stock dividend
officer


41. To be protected by sox an employee must do one of what activities?
quorum
Cash Register
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
public companies


42. What are the conditions under which OSHA will investigate individual complaints?
review
duty of obedience
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.
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


43. A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting
20
record date
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
supramajority voting requirement


44. How does this Act define 'harm'?
all employees who work for public companies as long as they qualify as a whistleblower
review
interference with employment or livelihood of the informant
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.


45. 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
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
stock dividend
cumulative voting
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


46. SOX deadlines

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47. Audit committee

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48. What new employee right was created by SOX?
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
preemptive rights
right of first refusal
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)


49. What is one of the most important controls to protect cash received in over-the-counter sales?
Cash Register
right of first refusal
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
inside director


50. The company or person must present evidence within __ days after receiving notice of 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
20
piercing the corporate veil
duty of loyalty