Corporate governance disclosures require board placement of key information and audit committee oversight of financial reporting and risk management.

Schedule II requires that listed entities place key operational and material information before the board, and that the CEO and CFO furnish a compliance certificate confirming truthful financial statements, absence of known fraudulent transactions, responsibility for internal controls over financial reporting, disclosure of control deficiencies and significant changes or fraud to auditors and the audit committee. The audit committee must oversee financial reporting and disclosures, auditor appointment and independence, review annual and quarterly statements with specific attention to accounting policies, judgments, related party transactions and modified opinions, monitor utilization of raised funds, evaluate internal audit adequacy, and review internal control weaknesses and deviations.

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