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 New Hampshire (NH), corporate governance is primarily governed by the New Hampshire Revised Statutes Annotated (RSA), particularly under Title XXVIII, which pertains to corporations, partnerships, and associations. These statutes outline the framework for the formation, operation, and dissolution of corporations, including the roles and responsibilities of directors and officers. NH corporations must adhere to their articles of incorporation and bylaws, which typically include provisions for the governance structure, shareholder meetings, and the rights and duties of directors and officers. The board of directors is responsible for overseeing the corporation's adherence to financial reporting requirements, compliance with securities laws, and the implementation of risk management and internal control systems. Additionally, NH corporations must comply with federal regulations, such as the Sarbanes-Oxley Act for public companies, which mandates strict financial disclosures and internal controls to prevent fraud. The Foreign Corrupt Practices Act (FCPA) also applies, prohibiting bribery of foreign officials and requiring accurate record-keeping. Executive compensation, succession planning, and other governance matters are typically addressed in the bylaws and overseen by the board, often through dedicated committees such as an audit committee or a compensation committee.