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

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2. 4 elements that must be proven to show usurping of corporate opportunity:

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3. The criminal provision of SOX
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
personal liability
retaliates against a whistleblower
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


4. 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
15
termination - demotion - suspension - threats - harassment
quorum
60


5. A duty of corporate directors and officers to use care and diligence when acting on behalf of the corporation
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.
quorum
Sarbanes-Oxley
duty of care


6. Usurping of corporate opportunity

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7. Voucher
duty of care
termination - demotion - suspension - threats - harassment
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
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.


8. Personal liability provision
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
special shareholders' meetings
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
fiduciary duties


9. Even if the employee provides evidence of individual complaints - OSHA will not investigate under what condition?
negligence
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
terms - conditions


10. An arrangement in which the shareholders transfer their stock certificates to a trustee who is empowered to vote the shares
voting trust
administrative law judge - decision - order
negligence
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


11. A member of the board of directors who is also an officer of the corporation
60
shareholder voting agreement
inside director
cumulative voting


12. 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
review
buy-and-sell agreement
annual shareholders' meeting


13. SOX creates __ for company representatives.
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.
personal liability
15
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


14. The employee must file a notice with the administrative law judge assigned to the original complaint __ days before filing the lawsuit.
15
SEC - PCAOB - FASB - IASB - AICPA - CPA - IFRS - GAAP - GAO - CRARA - PSLRA - FINRA - FCPA - OSHA - ERISA - FSG
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.
review


15. A member of a board of directors who is not an officer of the corporation
terms - conditions
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
termination - demotion - suspension - threats - harassment
outside director


16. 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
piercing the corporate veil
business judgment rule
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
petition - Administrative Review Board - 10


17. Elements of Internal Control
Cash Register
review
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
termination - demotion - suspension - threats - harassment


18. A report provided to shareholders that contains a balance sheet - an income statement - and a statement of changes in shareholder equity
60
annual report
petition - Administrative Review Board - 10
board of directors


19. SOX generally only applies to __ - however - it's whistleblower provision also applies to company representatives.
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
The person or company must present it's evidence within 20 days after it receives the complaint
public companies
Cash Register


20. A distribution of profits of the corporation to shareholders
dividend
termination - demotion - suspension - threats - harassment
piercing the corporate veil
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


21. What is one of the most important controls to protect cash received in over-the-counter sales?
30
right of first refusal
Cash Register
cumulative voting


22. A date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting
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)
board of directors
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.
record date


23. SOX deadlines

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24. 'The employee's claim of shareholder fraud does not have to be correct.'
shareholder voting agreement
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
duty of care


25. The employee must also service the notice on whom?
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 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)
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.
termination - demotion - suspension - threats - harassment


26. If OSHA investigates - it will issue findings and a preliminary order within __ days after the complaint is filed.
inside director
60
Allows a business to reconcile the cash transactions recorded
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication


27. Rights that give existing shareholders the option of subscribing to new share being issued in proportion to their current ownership interests
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
preemptive rights
30
Allows a business to reconcile the cash transactions recorded


28. To be protected by sox an employee must do one of what activities?
They can have their stocks delisted by the national securities exchange and associations
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
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


29. What employees are protected under SOX?
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
duty of loyalty
annual report
all employees who work for public companies as long as they qualify as a whistleblower


30. What new employee right was created by SOX?
Sarbanes-Oxley
review
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
supramajority voting requirement


31. Public company
negligence
interference with employment or livelihood of the informant
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


32. 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
retaliates against a whistleblower
proxy
voting trust
Investigations - Legal proceedings


33. If a public company fails to adopt the complaint procedures mandated by SOX what may happen?
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
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
supramajority voting requirement
They can have their stocks delisted by the national securities exchange and associations


34. Failure of a corporate director or officer to exercise the duty of care while conducting the corporation's business
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
negligence
shareholder voting agreement


35. A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders
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
supramajority voting requirement
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
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)


36. 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
dividend
annual report
duty of obedience
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


37. Bank accounts
record date
15
Help control cash by reduicng the amount of cash on hand and facilitating the transfer of cash between businesses and locations
proxy


38. Example of whistle blowing activities that DOL has found to be covered under SOX.
20
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
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
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


39. 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
dividend
The employee can file a lawsuit in federal district court
outside director


40. Company representative
Cash Register
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
Any officer - contractor - subcontractor - agent - or employee of a company
piercing the corporate veil


41. Why did Congress pass SOX?
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
15
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
buy-and-sell agreement


42. An agreement between two or more shareholders that stipulates how they will vote their shares
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)
Investigations - Legal proceedings
shareholder voting agreement
termination - demotion - suspension - threats - harassment


43. If a hearing is requested - it will be held before an __ who will issue a __ and __.
cumulative voting
15
administrative law judge - decision - order
A control for cash recevied throught the mail


44. Employees of a corporation who are appointed by the board of directors to manage the day-to-day operations of the corporation
negligence
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.
Investigations - Legal proceedings
officer


45. 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
annual report
duty of loyalty
retaliates against a whistleblower
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.


46. Types of proceedings protected under SOX?
board of directors
Investigations - Legal proceedings
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
interference with employment or livelihood of the informant


47. 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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48. Additional shares of stock distributed as a dividend
board of directors
stock dividend
supramajority voting requirement
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.


49. Sarbanes-Oxley Act of 2002
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.
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
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
buy-and-sell agreement


50. Under what conditions may an employee claim protection of SOX?
supramajority voting requirement
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
Allows a business to reconcile the cash transactions recorded
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)