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 Washington State, corporate governance is primarily governed by the Washington Business Corporation Act (WBCA), which sets forth the legal framework for the formation, operation, and dissolution of corporations. The WBCA covers various aspects of corporate governance, including the roles and responsibilities of directors and officers, shareholder rights, and requirements for corporate bylaws and articles of incorporation. Corporations 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, publicly traded companies must comply with the regulations of the Securities and Exchange Commission (SEC), including rules on securities laws, risk management, and executive compensation. Corporate governance in Washington also involves adherence to a company's own charter, bylaws, and internal policies, which may include ethical guidelines, codes of conduct, and procedures for handling conflicts of interest and internal audits.