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 Tennessee, corporate governance is primarily governed by the Tennessee Business Corporation Act, which sets forth the legal framework for the formation, operation, and dissolution of corporations within the state. This includes regulations 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 bribery of foreign officials. Additionally, corporations must comply with securities laws enforced by the Securities and Exchange Commission (SEC) if they are publicly traded. Corporate governance in Tennessee also encompasses adherence to a company's own bylaws, policies, and internal processes, which may cover areas like risk management, strategic planning, succession planning, crisis management, internal controls and audits, and executive compensation. The board of directors is typically charged with overseeing these governance aspects to ensure that the company operates with integrity, transparency, and in the best interests of its shareholders and stakeholders.