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 criminal provision could apply to anyone who ____________ - whether or not the perpetrator works for or has any association with a public company
derivative lawsuit
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
retaliates against a whistleblower
Allows a business to reconcile the cash transactions recorded


2. A duty of corporate directors and officers to use care and diligence when acting on behalf of the corporation
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
duty of care
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)
Allows a business to reconcile the cash transactions recorded


3. 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
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A control for cash recevied throught the mail
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
buy-and-sell agreement


4. A member of a board of directors who is not an officer of the corporation
duty of loyalty
proxy
outside director
personal liability


5. SOX generally only applies to __ - however - it's whistleblower provision also applies to company representatives.
special shareholders' meetings
public companies
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.
record date


6. 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
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
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.
They can have their stocks delisted by the national securities exchange and associations
right of first refusal


7. Audit committee

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8. Remittance Advice
stock dividend
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
A control for cash recevied throught the mail
record date


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


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


11. Bank reconcilation
annual report
termination - demotion - suspension - threats - harassment
piercing the corporate veil
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.


12. 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
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terms - conditions
piercing the corporate veil
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.


13. Usurping of corporate opportunity

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14. 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
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
proxy
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
Allows a business to reconcile the cash transactions recorded


15. An arrangement in which the shareholders transfer their stock certificates to a trustee who is empowered to vote the shares
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
The employee can file a lawsuit in federal district court
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)
voting trust


16. A member of the board of directors who is also an officer of the corporation
inside director
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
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 can file a lawsuit in federal district court


17. 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
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
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
administrative law judge - decision - order
straight voting


18. 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
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
duty of obedience
Control environment - Risk assessment - Control procedures - Monitoring - Information and communication
officer


19. The employee must also service the notice on whom?
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)
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
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
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20. 4 elements that must be proven to show usurping of corporate opportunity:

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21. Under what conditions may an employee claim protection of 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
terms - conditions
Sarbanes-Oxley Act
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


22. 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?
Allows a business to reconcile the cash transactions recorded
special shareholders' meetings
The employee can file a lawsuit in federal district court
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23. SOX deadlines

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24. What new employee right was created by SOX?
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
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)
derivative lawsuit
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


25. What employees are protected under SOX?
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voting trust
shareholder voting agreement
all employees who work for public companies as long as they qualify as a whistleblower


26. 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.
petition - Administrative Review Board - 10
Any officer - contractor - subcontractor - agent - or employee of a company
fiduciary duties


27. A panel of decision makers who are elected by the shareholders
Investigations - Legal proceedings
board of directors
proxy
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


28. Voucher
retaliates against a whistleblower
shareholder voting agreement
Any document that serves as proof of authority to pay cash or issue an electronic funds transfer.
officer


29. Examples of complaints found not to be covered under SOX
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)
quorum
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


30. SOX (or SARBOX)
A control for cash recevied throught the mail
They can have their stocks delisted by the national securities exchange and associations
administrative law judge - decision - order
Sarbanes-Oxley


31. 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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32. 'The employee's claim of shareholder fraud does not have to be correct.'
The employee can file a lawsuit in federal district court
annual shareholders' meeting
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.


33. SOX creates __ for company representatives.
Cash Register
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)
personal liability
Sarbanes-Oxley Act


34. Public company
Any company that has a class of securities registered with the Securities and Exchange Commission (SEC) under 15 U.S.C.
duty of loyalty
public companies
termination - demotion - suspension - threats - harassment


35. Bank reconcilation steps
Any officer - contractor - subcontractor - agent - or employee of a company
Sarbanes-Oxley Act
annual shareholders' meeting
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. The penalties that may be imposed under SOX.
They are not protected
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
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
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


37. Bank statement
They are not protected
Allows a business to reconcile the cash transactions recorded
personal liability
business judgment rule


38. Either party may object to these findings and request a hearing within __ days after receiving the finding and order.
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Investigations - Legal proceedings
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 loyalty


39. The SEC regulations to not require companies to follow what?
buy-and-sell agreement
Assets are Safeguarded and used for business purposes - Business information is Accurate - Employees comply with Laws and Regulations
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)
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


40. SOC record keeping requirements
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
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
special shareholders' meetings
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


41. Example of whistle blowing activities that DOL has found to be covered under SOX.
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
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
They are not protected
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud


42. To be protected by sox an employee must do one of what activities?
Make a complaint to specific groups or people about certain types of misconduct - Participate in certain types of proceedings relating to shareholding misconduct
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
Investigations - Legal proceedings
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


43. 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
cumulative voting
duty of obedience
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
The employee only needed to show that he or she had a reasonable belief that the conduct constituted fraud


44. 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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45. 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
quorum
The employee can file a lawsuit in federal district court
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business judgment rule


46. 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
In the wake of corporate scandals involving WorldCom - Enron - and other large companies accused of defrauding shareholders
petition - Administrative Review Board - 10
piercing the corporate veil
terms - conditions


47. Even if the employee provides evidence of individual complaints - OSHA will not investigate under what condition?
Providing information about conduct he or she reasonably believes violates the federal laws - SEC regulations - or federal laws against shareholder fraud
duty of loyalty
voting trust
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


48. A distribution of profits of the corporation to shareholders
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.
Petty Cash Fund or travel funds are used by businesses to meet specific needs. Cashing a check for the amount of cash needed
dividend
Set of procedures for authorizing and recording liabilities and cash payments. It may be either manual or computerized.


49. 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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50. The number of directors necessary to hold a board meeting or transact business of the board
public companies
quorum
business judgment rule
outside director