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 Kentucky, corporate governance is primarily governed by the Kentucky Revised Statutes (KRS), particularly in Chapter 271B, which outlines the Kentucky Business Corporation Act. This set of laws provides the framework for the formation, operation, and dissolution of corporations in the state. It includes provisions on the roles and responsibilities of corporate directors and officers, shareholder rights, and requirements for corporate bylaws and charters. Corporations 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 for preventing corruption in international business practices. Additionally, publicly traded companies must comply with the regulations of the Securities and Exchange Commission (SEC), including securities laws and disclosure requirements. Corporate governance in Kentucky also encompasses adherence to a company's own bylaws, policies, and any internal controls and audits that ensure compliance with both state and federal regulations. The board of directors is typically charged with overseeing these governance aspects, including executive compensation, risk management, and succession planning.