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 Colorado, corporate governance is primarily governed by the Colorado Business Corporation Act (CBCA), which sets forth the state statutes for the formation, operation, and dissolution of corporations. The CBCA covers 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. Companies must also adhere to federal laws such as the Sarbanes-Oxley Act for financial reporting and disclosures, the Dodd-Frank Act for financial reforms and consumer protection, and the Foreign Corrupt Practices Act to prevent bribery of foreign officials. Additionally, publicly traded companies must comply with the regulations of the Securities and Exchange Commission (SEC), including securities laws and disclosure requirements. Corporate governance in Colorado also involves adherence to a company's own charter, bylaws, and internal policies, which may include codes of ethics, conflict of interest policies, and other guidelines that ensure the company operates with integrity and accountability. The board of directors plays a crucial role in overseeing these governance aspects, ensuring that the company meets both legal requirements and its internal standards of conduct.