Exam Practice Questions And Correct

Ohio Corporate Governance Specialist Exam Practice Questions And Correct Answers (Verified Answers) Plus Rationales 2025|2026 Q&A | Instant Download Pdf

• Which of the following best defines corporate governance?
• The process of hiring and firing employees
• The control of day-to-day business operations
• The system by which companies are directed and controlled
• The marketing strategy used by corporations

Rationale: Corporate governance establishes the framework for direction,

control, and accountability within a corporation.

• Which body primarily oversees corporate governance within a

corporation?

• Shareholders 1 / 3

• Employees
• Board of Directors
• State legislature

Rationale: The board of directors sets policy, oversees management, and

ensures adherence to governance standards.

3. Under Ohio law, the fiduciary duties of directors include:

• Loyalty, honesty, and marketing
• Care and loyalty
• Care and communication
• Obedience and disclosure

Rationale: Ohio law recognizes duties of care and loyalty as central

fiduciary obligations.

4. The duty of care requires directors to:

• Delegate all decisions to management
• Act with the care an ordinarily prudent person would exercise
• Always agree with shareholders
• Avoid financial decisions

Rationale: Directors must exercise informed judgment and reasonable

diligence in decision-making.

5. The duty of loyalty primarily requires directors to:

• Put the corporation’s interests above personal interests
• Obey shareholder opinions
• Hire only independent auditors 2 / 3

• File annual reports on time

Rationale: The loyalty duty prevents conflicts of interest and self-dealing.

6. The business judgment rule protects directors who:

• Make informed, good-faith decisions in the corporation’s best interests
• Rely solely on public opinion
• Ignore risk assessments
• Act without any documentation

Rationale: The rule shields directors from liability if they act prudently and

in good faith.

• Which of the following must be disclosed in the corporate annual report?
• Marketing budget
• Executive compensation and governance structure
• Political affiliations of directors
• Employee grievances

Rationale: Annual reports must disclose executive pay and governance

information per SEC and state requirements.

• In Ohio, which statute governs corporations?
• Ohio Revised Code Title 9
• Ohio Revised Code Title 17, Chapter 1701
• Title 25, Chapter 2501
• Federal Title 12

Rationale: Chapter 1701 of the Ohio Revised Code outlines corporate law

and governance.

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