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 California, corporate governance is primarily governed by the California Corporations Code, which sets forth the legal framework for the formation, operation, and dissolution of corporations within the state. This includes regulations on the roles and responsibilities of the board of directors, shareholder rights, and requirements for corporate disclosures and reporting. California corporations must also adhere to federal laws such as the Sarbanes-Oxley Act for financial reporting and disclosures, and the Dodd-Frank Act for financial reforms and consumer protection. Additionally, public companies are subject to the rules and regulations of the Securities and Exchange Commission (SEC), including compliance with securities laws. Corporate governance in California also encompasses adherence to a company's own charter, bylaws, and internal policies, which may cover areas such as risk management, strategic planning, succession planning, and executive compensation. The California Corporations Code also includes provisions to prevent corrupt practices, in alignment with federal laws like the Foreign Corrupt Practices Act (FCPA). It is important for corporations in California to ensure that their governance practices are not only compliant with all relevant laws and regulations but also aligned with best practices and ethical standards.