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 Rhode Island, corporate governance is primarily governed by the Rhode Island Business Corporation Act, which sets forth the statutory framework for the management and regulation of corporations registered in the state. This includes provisions on the roles and responsibilities of the board of directors, shareholder rights, and requirements for corporate bylaws and charters. Companies must also adhere to federal laws 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 to prevent corruption in international business practices. Additionally, publicly traded companies are subject to the regulations of the Securities and Exchange Commission (SEC), which oversees securities laws and disclosure requirements. Corporate governance in Rhode Island also encompasses adherence to a company's own bylaws, policies, and any internal controls and audits that ensure compliance with both state and federal regulations. The board of directors is tasked with overseeing these broad functions and ensuring that the company operates within the legal and ethical frameworks established.