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 Massachusetts, corporate governance is primarily governed by the Massachusetts Business Corporation Act, which sets forth the legal framework for the formation, operation, and dissolution of corporations within the state. This includes provisions on the roles and responsibilities of directors and officers, 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 corruption in international business practices. Additionally, publicly traded companies are subject to the regulations of the Securities and Exchange Commission (SEC), including requirements for securities laws compliance, risk management, and executive compensation disclosures. Corporate governance in Massachusetts 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 frameworks. The board of directors plays a crucial role in overseeing these governance aspects, ensuring that the company operates with integrity and accountability to its shareholders and the public.