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 Illinois, corporate governance is primarily governed by the Illinois Business Corporation Act of 1983, which sets forth the legal framework for the formation, operation, and dissolution of corporations within the state. This Act outlines the roles and responsibilities of corporate directors and officers, shareholder rights, and requirements for corporate reporting and disclosures. Companies must also adhere to federal laws such as the Sarbanes-Oxley Act for financial reporting and disclosures, and the Dodd-Frank Act for financial reforms and consumer protection. Additionally, corporations must adhere to the rules of the Securities and Exchange Commission (SEC) if they are publicly traded. Corporate governance in Illinois also involves compliance with a company's own articles of incorporation, bylaws, and any internal policies or procedures. These documents typically cover areas such as board structure and practices, shareholder meetings, and the oversight of management. The board of directors is responsible for overseeing the company's adherence to these governance practices, which include risk management, strategic planning, and the establishment of internal controls and audits to prevent corruption and ensure legal compliance.