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 Virginia, corporate governance is primarily governed by the Virginia Stock Corporation Act, which outlines the roles, duties, and responsibilities of corporate directors and officers. The Act provides the legal framework for the establishment, operation, and management of corporations within the state. It covers various aspects of corporate governance, including the election and powers of the board of directors, shareholder meetings and voting rights, and the maintenance of corporate records. Companies must also adhere to their own articles of incorporation, bylaws, and any shareholder agreements that dictate internal governance procedures. Additionally, corporations in Virginia 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 for preventing bribery of foreign officials. These laws, along with a company's internal policies and ethical practices, form a comprehensive governance framework that aims to ensure transparency, accountability, and integrity in corporate management.