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 North Dakota (ND), corporate governance is primarily governed by the North Dakota Century Code (NDCC), particularly Title 10-19.1, which pertains to Business Corporations. This set of laws outlines the responsibilities and duties of corporate directors and officers, the conduct of shareholder meetings, issuance of stock, maintenance of corporate records, and other aspects of corporate governance. Companies must also adhere to their own articles of incorporation and bylaws, which provide additional rules for the internal management of the corporation. Furthermore, publicly traded companies are subject to federal regulations, such as the Sarbanes-Oxley Act, which imposes strict financial reporting and auditing requirements to protect investors. The Securities and Exchange Commission (SEC) also enforces securities laws that affect corporate governance, including disclosure obligations. ND corporations must also be mindful of the Foreign Corrupt Practices Act (FCPA) in their international dealings, which prohibits bribery of foreign officials. Overall, corporate governance in ND involves a combination of state statutes, federal law, and the company's internal documents and policies.