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Sarbanes Oxley Act: SOX Corporate Governance

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. A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders






2. Personal liability provision






3. 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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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?






5. What is the stated purpose of SOX?






6. 4 elements that must be proven to show usurping of corporate opportunity:

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7. The SEC regulations to not require companies to follow what?






8. Example of whistle blowing activities that DOL has found to be covered under SOX.






9. What procedures must the audit committee of a public company establish?






10. Bank reconcilation






11. Types of proceedings protected under SOX?






12. SOX states that __ - __ - __ - __ and __ all constitute retaliation.






13. The employee must file a notice with the administrative law judge assigned to the original complaint __ days before filing the lawsuit.






14. 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






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

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16. If a public company fails to adopt the complaint procedures mandated by SOX what may happen?






17. Elements of Internal Control






18. Bank statement






19. A rule that says directors and officers are not liable to the corporation or its shareholders for honest mistakes of judgment






20. What is required to qualify as a protected whistleblower






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






22. Special-purpose cash funds






23. Company representative






24. 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






25. To be protected by sox an employee must do one of what activities?






26. The Board can either adopt the judge's decision as its own or __ the case itself






27. 'The employee's claim of shareholder fraud does not have to be correct.'






28. Under what conditions may an employee claim protection of SOX?






29. The duties of obedience - care - and loyalty owed by directors and officers to their corporation and its shareholders






30. A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting






31. 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






32. Additional shares of stock distributed as a dividend






33. A lawsuit a shareholder brings against an offending party on behalf of a corporation when the corporation fails to bring the lawsuit






34. 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






35. The employee must also service the notice on whom?






36. Public company






37. The criminal provision could apply to anyone who ____________ - whether or not the perpetrator works for or has any association with a public company






38. SOX creates __ for company representatives.






39. Sox important Organizations that you must know






40. Objectives of Internal Control






41. 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






42. Why did Congress pass SOX?






43. 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






44. A member of the board of directors who is also an officer of the corporation






45. 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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46. How does this Act define 'harm'?






47. A panel of decision makers who are elected by the shareholders






48. Voucher






49. A report provided to shareholders that contains a balance sheet - an income statement - and a statement of changes in shareholder equity






50. The penalties that may be imposed under SOX.







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