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 Florida, corporate governance is primarily governed by the Florida Business Corporation Act (FBCA), which outlines the roles, duties, and responsibilities of corporate directors and officers. The FBCA provides the framework for the establishment and operation of corporations within the state, including provisions for corporate charters, bylaws, and the conduct of board meetings and shareholder actions. 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 are subject to the regulations of the Securities and Exchange Commission (SEC), which enforces securities laws aimed at protecting investors. Corporate governance in Florida also encompasses the implementation of internal controls, audits, risk management, and executive compensation policies, which are often overseen by the board of directors to ensure compliance with both state and federal regulations as well as the company's own bylaws and internal policies.