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 Minnesota, corporate governance is primarily governed by the Minnesota Business Corporation Act (MBCA), which outlines the duties and responsibilities of corporate directors and officers, as well as the rights of shareholders. The MBCA covers various aspects of corporate governance, including the election and removal of directors, board meetings, shareholder meetings, and the maintenance of corporate records. Companies must also adhere to federal laws such as the Sarbanes-Oxley Act, which imposes strict financial reporting and internal control requirements, and the Dodd-Frank Act, which addresses issues related to executive compensation and corporate accountability. Additionally, publicly traded companies must comply with the regulations of the Securities and Exchange Commission (SEC), including disclosure obligations under the Securities Act and the Securities Exchange Act. Corporate governance in Minnesota also involves adherence to a company's own articles of incorporation, bylaws, and any internal policies and procedures that it has established. These internal documents and policies often address matters such as the company's organizational structure, the roles and responsibilities of its officers and directors, and the processes for managing various corporate affairs.