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 Delaware, corporate governance is primarily governed by the Delaware General Corporation Law (DGCL), which provides a flexible framework for the management and regulation of corporations. Delaware is a leading jurisdiction for corporate law due to its well-developed case law and the Court of Chancery, which specializes in corporate disputes. The DGCL covers various aspects of corporate governance, including the powers and duties of the board of directors, shareholder rights, and the procedures for corporate transactions and meetings. Companies incorporated in Delaware must also adhere to their own corporate charters and bylaws, which often detail governance practices tailored to the specific needs of the company. Additionally, Delaware corporations listed on stock exchanges must comply with federal securities laws and regulations, such as the Sarbanes-Oxley Act and the Dodd-Frank Act, which impose requirements for financial reporting, disclosures, and internal controls. Furthermore, corporations must be mindful of laws such as the Foreign Corrupt Practices Act (FCPA) in their international dealings. The board of directors is responsible for overseeing the corporation's adherence to these governance standards, including the establishment of policies for risk management, succession planning, and executive compensation.