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 Vermont, corporate governance is primarily governed by the Vermont Business Corporation Act, found in Title 11A of the Vermont Statutes. This framework outlines the roles and responsibilities of corporate directors and officers, the conduct of shareholder meetings, and the maintenance of corporate records. Companies must also adhere to their own articles of incorporation and bylaws, which provide additional rules for internal governance. Furthermore, Vermont 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 to prevent bribery and corruption in international business. The board of directors in a Vermont corporation is responsible for overseeing these various aspects of corporate governance, including risk management, strategic planning, and executive compensation. It is essential for corporations to establish robust internal controls and audit procedures to ensure compliance with these governance standards.