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 Nevada, corporate governance is primarily governed by the Nevada Revised Statutes (NRS), particularly Chapter 78, which deals with Private Corporations. This framework outlines the roles and responsibilities of corporate directors and officers, the conduct of shareholder meetings, and the maintenance of corporate records. Nevada law requires corporations to adhere to their own articles of incorporation and bylaws, which typically cover the company's internal governance structure, including the board of directors' powers, shareholder rights, and the procedures for amending these documents. Additionally, corporations must comply with federal regulations 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 for preventing corruption in international business practices. Executive compensation, succession planning, and risk management are also overseen by the board of directors, which must ensure that the corporation's policies align with both state and federal law, as well as with best practices for corporate governance.