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 Pennsylvania (PA), corporate governance is primarily governed by the Pennsylvania Business Corporation Law of 1988, as amended. This statute sets forth the framework for the formation, operation, and dissolution of corporations within the state. It includes provisions on the roles and responsibilities of corporate directors and officers, shareholder rights, and requirements for corporate bylaws and charters. PA 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 securities laws and disclosure requirements. Corporate governance in PA also encompasses adherence to a company's internal policies, ethical norms, and best practices, which are often overseen by the board of directors. The board is responsible for overseeing a wide array of governance matters, including but not limited to, strategic planning, risk management, and executive compensation. Failure to comply with these governance standards can result in legal consequences, including fines, penalties, and damage to the corporation's reputation.