7.2 Role of the Board of Directors and the Management in SecuritiesCompliance

The board's securities-law duties (the exam's list): the disclosure's ownership (the board's responsibility for the financial statements' truth — the directors' report's signature-liability), the internal control's oversight (the risk-and-audit faces — the internal audit's-and-the-audit- committee's architecture), the compliance function's establishment (the listed-company secretariat, the SEBON-filings' ownership), the material decisions' governance (the M&A-and- announcement discipline — the inside information's handling protocols), the certification faces of the modern regimes (the CEO-CFO certification's comparative lore). The management's role: the policies' execution, the disclosure committee's operation, the whistle-blower channels — and the personal liability's shadow (7.4).