Corporate governance is a framework of rules and regulations that governs the leadership, organization, and management of a company. In addition to compliance with laws, rules, and regulations, corporate governance may include compliance with the company’s corporate charter, bylaws, formal policies, customs, and internal processes. The company’s board of directors often directs its corporate governance over a broad range of functions, including financial reporting and disclosures, securities laws, risk management, operating plans and budgets, strategic planning, succession planning, crises management, internal controls, internal audits, preventing foreign corrupt business practices, and executive compensation.
In Arizona, corporate governance is primarily governed by the Arizona Revised Statutes, particularly Title 10 - Corporations and Associations. These statutes outline the legal framework for the formation, operation, and dissolution of corporations in the state. They cover various aspects of corporate governance, including the roles and responsibilities of directors and officers, shareholder rights, and requirements for corporate bylaws and articles of incorporation. Arizona law requires corporations to adhere to their own bylaws and articles, as well as to state laws regarding annual meetings, reporting, and disclosures. The board of directors is responsible for overseeing the corporation's adherence to these laws, as well as implementing policies for financial reporting, risk management, and other corporate governance matters. Additionally, Arizona corporations must comply with federal regulations, such as the Sarbanes-Oxley Act for public companies, which mandates strict financial disclosures and internal controls to prevent fraud. The Foreign Corrupt Practices Act also applies, prohibiting bribery of foreign officials and requiring accurate record-keeping. Executive compensation, while subject to board oversight, must also conform to both state and federal laws, including securities laws for publicly traded companies.