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  • Copyright 2010. TAC Co., LTD. Through license from Becker CPA Review

    CORPORATE GOVERNANCE PICKUP 1

    B2. Corporate Governance 36

    1. Corporate Governance

    1. CPA-06663 Newly Released 2010 B1 Page 6

    According to the Sarbanes-Oxley Act of 2002,

    which of the following statements is correct

    regarding an issuer's audit committee financial

    expert?

    a. The issuer's current outside CPA firm's

    audit partner must be the audit committee

    financial expert.

    b. If an issuer does not have an audit

    committee financial expert, the issuer

    must disclose the reason why the role is

    not filled.

    c. The issuer must fill the role with an

    individual who has experience in the

    issuer's industry.

    d. The audit committee financial expert must

    be the issuer's audit committee

    chairperson to enhance internal control.

    2. CPA-06739 B1 Page 3

    The Sarbanes Oxley Act of 2002 was enacted in

    response to corporate scandals that largely

    centered on the quality of corporate financial

    disclosure and highlighted the inadequate

    oversight of management, auditors and the Board

    of Directors. The Sarbanes Oxley Act addresses

    the problems related to inadequate board

    oversight by requiring public companies to have

    an:

    a. Annual audit for all issuers.

    b. Independent Board of Directors.

    c. Audit committee.

    d. Internal auditor.

    3. CPA-06740 B1 Page 6

    The Sarbanes Oxley Act of 2002 requires that one

    or more members of the audit committee be a

    financial expert and that the financial reports

    disclose:

    a. The name of the Board member(s)

    serving as financial expert(s).

    b. The existence of financial expert(s) on the

    audit committee or the reasons why the

    audit committee does not have a financial

    expert.

    c. Confirmation of the audit opinion by the

    financial expert.

    d. Certification of independence of the

    financial expert.

    4. CPA-06741 B1 Page 6

    The primary benefit of having a financial expert on

    a company's audit committee is:

    a. The financial expert checks the auditor's

    work and verifies the appropriateness of

    the audit opinion.

    b. The enhanced level of financial

    sophistication of the financial expert can

    serve as a resource for the audit

    committee.

    c. The expert designation conveys a higher

    level of due diligence on the expert and

    shields audit committee members and the

    corporation from most liabilities.

    d. The financial expert certifies compliance

    with SEC requirements and thereby

    reduces audit fees.

  • Copyright 2010. TAC Co., LTD. Through license from Becker CPA Review

    CORPORATE GOVERNANCE PICKUP 2

    5. CPA-06742 B1 Page 6

    Arnold Astor, CPA, is a local tax practitioner who

    has been asked to sit on the Board of BigLarge

    Corporation, a multinational issuer. Astor has

    never had any involvement either as an employee

    or as an auditor with publically traded companies

    but does teach an accounting principles class at

    the community college. Under the provisions of

    Sarbanes Oxley Act of 2002:

    a. Astor qualifies as a financial expert based

    on achievement of a CPA certificate.

    b. Astor must petition the SEC for a waiver

    of prior experience requirements to be

    considered a financial expert.

    c. The Board of Directors would likely

    evaluate Astor's qualifications to serve on

    the audit committee and be designated as

    a financial expert based on mix of

    knowledge and experience.

    d. The audit committee would immediately

    certify Astor's qualifications as a financial

    expert based on his CPA license and

    academic experience with GAAP and

    experience with internal control.

    6. CPA-06743 B1 Page 5

    The Sarbanes Oxley Act of 2002 requires that the

    financial officers of a corporation be held

    accountable to a code of ethics. According to the

    Act, codifications of ethical standards should

    include provisions except for:

    a. Honest and ethical conduct.

    b. Full, fair, accurate, and timely disclosure

    in periodic financial statements.

    c. Compliance with laws, rules and

    regulations.

    d. Prompt internal reporting of code

    provisions and accountability for

    adherence to the code.

    7. CPA-06744 B1 Page 5

    The Sarbanes Oxley Act of 2002 requires that the

    management report on internal control include all

    of the following, except:

    a. A statement of management's

    responsibilities for establishing and

    maintaining adequate internal controls.

    b. A conclusion about the effectiveness of

    the company's internal controls.

    c. A statement that there are no

    disagreements between management

    and the auditor as to the effectiveness of

    internal controls.

    d. A statement that the auditor has attested

    and reporting on management's

    evaluation of internal controls.

    8. CPA-06745 B1 Page 4

    The Sarbanes Oxley Act of 2002 seeks to improve

    investor confidence by providing greater

    transparency for all of the following issues, except:

    a. Competency of audit committees.

    b. Compliance of senior financial officers

    with a code of ethics.

    c. Adequacy of internal controls.

    d. Means and methods for balancing risk

    and growth.

    9. CPA-06746 B1 Page 5

    The Sarbanes Oxley Act of 2002 requires that all

    of the following adhere to a code of ethics, except:

    a. Chief Executive Officer.

    b. Chief Financial Officer.

    c. Controller.

    d. Chief Accounting Officer.

  • Copyright 2010. TAC Co., LTD. Through license from Becker CPA Review

    CORPORATE GOVERNANCE PICKUP 3

    10. CPA-06747 B1 Page 11

    The Gotham Corporation regularly produces

    budget vs. actual data for its managers. The

    company is particularly sensitive to personnel

    costs, and division variances of greater than five

    percent for any period are promptly investigated to

    determine if there have been unfilled positions, or

    if there has been extraordinary overtime. Timely

    exception resolution of this character illustrates

    the information and communication principles

    typically associated with:

    a. Financial Reporting Information.

    b. Internal Control Information.

    c. Internal Communication.

    d. External Communication.

    11. CPA-06748 B1 Page 10

    The external auditors for the Horace Company

    assess the achievement of internal control

    objectives each year and communicate the

    assessment to management and the Board.

    Communication by the external auditor illustrates

    which principle of the information and

    communication component of the Committee on

    Sponsoring Organization's Integrated

    Framework?

    a. Financial Reporting Information.

    b. Internal Control Information.

    c. Internal Communication.

    d. External Communication.

    12. CPA-06749 B1 Page 9

    The Instafab Corporation regularly assesses

    whether the financial statements of the company

    fairly state the financial position, results of

    operations and cash flows associated with the

    underlying transactions. Leases, for example are

    regularly evaluated for their status as a capital or

    operating lease and, if capital, the valuation of the

    asset and liability are evaluated for fairness,

    depreciation methods and interest rates are

    properly computed and inclusion or exclusion of

    activity from the statement of cash flows is

    carefully evaluated. The regular evaluation of

    transactions as part of the risk assessment

    component of the Committee on Sponsoring

    Organization's Framework reflects the principle of:

    a. Financial Reporting Objectives.

    b. Financial Reporting Risks.

    c. Fraud Risk.

    d. Assessment Risk.

    13. CPA-06750 B1 Page 9

    Jasper International considers cash receipting and

    cash disbursement processes as part of their risk

    assessment. The consideration of processes

    relates to the:

    a. Financial Reporting Objectives.

    b. Financial Reporting Risks.

    c. Fraud Risk.

    d. Assessment Risk.

    14. CPA-06751 B1 Page 7

    The Treadway Commission was established to

    study factors that lead to fraudulent financial

    reporting. The Treadway Commission was

    established by:

    a. Sarbanes Oxley Act of 2002.

    b. Securities and Exchange Commission.

    c. Private sponsoring organizations.

    d. Treadway Foundation.

  • Copyright 2010. TAC Co., LTD. Through license from Becker CPA Review

    CORPORATE GOVERNANCE PICKUP 4

    15. CPA-06752 B1 Page 7

    The Committee on Sponsoring Organizations

    prepared the Internal Control Integrated

    Framework:

    a. To help businesses assess internal

    control.

    b. To respond to the internal control

    assessment requirements of the

    Sarbanes Oxley Act of 2002.

    c. As part of the Congressional task force

    known as the Treadway Commission.

    d. To compliment the overarching concepts

    of the enterprise risk management

    framework.

    16. CPA-06753 B1 Page 19

    Able Corporation owns numerous businesses

    along the coast of Florida. The company'