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 Jersey, corporate governance is primarily governed by the New Jersey Business Corporation Act (NJBCA), which sets forth the state's statutory framework for the management and regulation of corporations. The NJBCA covers various aspects of corporate governance, including the powers and duties of the board of directors, shareholder rights, and the requirements for corporate bylaws and charters. Companies must also adhere to federal laws such as the Sarbanes-Oxley Act, which imposes additional governance requirements on publicly traded companies, including financial disclosures, internal controls, and whistleblower protections. Furthermore, corporations operating in New Jersey must comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, which affects corporate governance through provisions on executive compensation and corporate transparency. Compliance with the Foreign Corrupt Practices Act is also essential for corporations engaged in international business to prevent corrupt practices abroad. In addition to statutory requirements, corporations may establish their own bylaws, policies, and internal processes to address areas such as risk management, strategic planning, and crisis management, which are overseen by the board of directors.