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 Hawaii, corporate governance is primarily governed by the Hawaii Business Corporation Act (HBCA), which outlines the duties and responsibilities of corporate directors and officers, as well as the rights of shareholders. The HBCA covers various aspects of corporate governance, including the election and removal of directors, board meetings, shareholder meetings, and the maintenance of corporate records. Corporations in Hawaii must also adhere to federal laws such as the Sarbanes-Oxley Act, which imposes additional requirements for financial reporting and internal controls, and the Dodd-Frank Act, which affects executive compensation and whistleblower protections. Furthermore, companies listed on stock exchanges must comply with the listing requirements of the exchange, which include corporate governance standards. Compliance with a company's own articles of incorporation, bylaws, and internal policies is also essential for proper corporate governance. The board of directors is responsible for overseeing the corporation's adherence to these governance structures and for making decisions on matters such as risk management, strategic planning, and succession planning. Failure to comply with corporate governance regulations can result in legal consequences, including penalties and damage to the company's reputation.