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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. 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






2. SOX generally only applies to __ - however - it's whistleblower provision also applies to company representatives.






3. 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






4. Types of proceedings protected under SOX?






5. 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






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






7. Employees wishing to bring a lawsuit claiming they were discriminated or retaliated against in violation of SOX's whistleblower protection must first do what?


8. What about an employee whose complaint is based on a feeling or hunch - in the absence of any evidence?






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






10. SOC record keeping requirements






11. 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






12. Elements of Internal Control






13. 4 elements that must be proven to show usurping of corporate opportunity:


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


15. Bank reconcilation






16. Personal liability provision






17. Bank statement






18. The number of directors necessary to hold a board meeting or transact business of the board






19. How does this Act define 'harm'?






20. Bank reconcilation steps






21. 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


22. Bank accounts






23. An arrangement in which the shareholders transfer their stock certificates to a trustee who is empowered to vote the shares






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






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






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






27. 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






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






29. SOX creates __ for company representatives.






30. What is the stated purpose of SOX?






31. 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






32. Rights that give existing shareholders the option of subscribing to new share being issued in proportion to their current ownership interests






33. 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






34. Internal Complaint Procedures






35. The company or person must present evidence within __ days after receiving notice of the complaint.






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






37. 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






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






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






40. A doctrine that says if a shareholder dominates a corporation and uses it for improper purposes - a court of equity can disregard the corporate entity and hold the shareholder personally liable for the corporation's debts and obligations - also calle






41. Even if the employee provides evidence of individual complaints - OSHA will not investigate under what condition?






42. An agreement between two or more shareholders that stipulates how they will vote their shares






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






44. If a hearing is requested - it will be held before an __ who will issue a __ and __.






45. Voucher System






46. Special-purpose cash funds






47. Audit committee


48. SOX (or SARBOX)






49. 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?






50. Public company