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 York, corporate governance is primarily governed by the New York Business Corporation Law (BCL), which sets forth the framework for the organization, operation, and responsibilities of corporations. The BCL covers various aspects of corporate governance, including the roles and duties of directors and officers, shareholder rights, and requirements for corporate bylaws and charters. Corporations must also adhere to federal regulations such as the Sarbanes-Oxley Act for financial reporting and disclosures, and the Dodd-Frank Act for financial reforms and consumer protection. Additionally, public companies are subject to the rules of the Securities and Exchange Commission (SEC) regarding securities laws, disclosures, and executive compensation. Companies operating internationally must comply with the Foreign Corrupt Practices Act (FCPA) to prevent corruption and bribery in foreign business practices. Corporate governance in New York also encompasses adherence to a company's internal policies, ethical norms, and best practices, which are often overseen by the board of directors to ensure accountability, transparency, and integrity in the company's operations.