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 Ohio, corporate governance is primarily governed by the Ohio Revised Code, particularly Title XVII which pertains to corporations. This includes regulations on the formation, organization, and management of corporations. Ohio law requires corporations to have a board of directors responsible for the overall governance of the company, including oversight of financial reporting, compliance with securities laws, risk management, and other key corporate functions. The board must also ensure adherence to the company's charter and bylaws, which are foundational documents outlining the governance structure and internal rules of the corporation. Additionally, Ohio corporations must comply with federal laws such as the Sarbanes-Oxley Act for financial disclosures and the Foreign Corrupt Practices Act for preventing corruption in international business dealings. Corporate governance in Ohio also encompasses the establishment of internal controls, audits, executive compensation policies, and succession planning to ensure the company's long-term viability and adherence to both state and federal regulations.