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 Connecticut (CT), corporate governance is primarily guided by the Connecticut Business Corporation Act, which outlines the roles, duties, and responsibilities of corporate directors and officers. These statutes provide the legal framework for corporate governance, including the establishment of a board of directors, shareholder rights, and the issuance of stock. Companies must also adhere to federal regulations such as the Sarbanes-Oxley Act for financial reporting and disclosures, and the Dodd-Frank Act for financial reforms and consumer protection. Additionally, corporations in Connecticut must comply with their own articles of incorporation, bylaws, and any internal policies they have established. These documents and policies often cover areas such as risk management, strategic planning, succession planning, and executive compensation. The board of directors is responsible for overseeing these governance aspects and ensuring that the company adheres to both internal and external rules and regulations. Publicly traded companies must also comply with the regulations of the Securities and Exchange Commission (SEC), including rules on securities laws and preventing corrupt practices abroad, such as those outlined in the Foreign Corrupt Practices Act (FCPA).