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 Idaho, corporate governance is primarily governed by the Idaho Business Corporation Act (Title 30, Chapter 29 of the Idaho Code), which sets forth the legal framework for the formation, operation, and dissolution of corporations within the state. This includes regulations on the roles and responsibilities of the board of directors, shareholder rights, and requirements for corporate bylaws and charters. 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, corporations must comply with securities laws enforced by the Securities and Exchange Commission (SEC) if they are publicly traded. Corporate governance in Idaho also encompasses adherence to a company's own bylaws, policies, and any internal controls and audits that ensure compliance with these various legal and regulatory requirements. The board of directors is typically charged with overseeing these governance aspects, including executive compensation, succession planning, and risk management.