Corporate Governance
Disclaimer: Not legal advice. Consult qualified legal counsel for governance decisions.
Process
Step 1: Establish Governance Calendar
| Activity | Frequency | Lead |
|---|---|---|
| Board meeting | Quarterly | Corporate Secretary |
| Committee meetings | Per charter | Committee Chair |
| Annual shareholder meeting | Annual | Corporate Secretary |
| Policy review | Annual | Legal |
| Compliance certification | Annual | Compliance |
| Board evaluation | Annual | Governance Committee |
Step 2: Prepare Board Materials
| Document | Content |
|---|---|
| Agenda | Topics, presenters, time allocation |
| CEO report | Business update, strategic initiatives |
| Financial package | Statements, KPIs, budget vs actual |
| Committee reports | Audit, compensation, governance updates |
| Consent items | Routine approvals for efficient processing |
| Strategic topic | Deep-dive on one strategic area |
Step 3: Document Minutes
| Section | Content |
|---|---|
| Attendance | Directors present, absent, guests |
| Quorum | Confirmation of quorum |
| Approvals | Motions, votes, resolutions |
| Discussions | Key discussion points (not verbatim) |
| Action items | Assigned tasks with owners and deadlines |
| Adjournment | Time and next meeting date |
Step 4: Review Policies
| Policy | Review Cycle | Owner |
|---|---|---|
| Code of conduct | Annual | Legal |
| Conflict of interest | Annual | Governance Committee |
| Insider trading | Annual | Legal |
| Data privacy | Annual | Privacy/Legal |
| Whistleblower | Annual | Audit Committee |
Step 5: Ensure Fiduciary Compliance
| Duty | Application |
|---|---|
| Care | Informed decision-making, due diligence |
| Loyalty | Act in company interest, manage conflicts |
| Good faith | Honest, no self-dealing |
| Disclosure | Material information to stakeholders |
Output Format
## Governance: [Activity]
### Calendar: [Annual schedule]
### Materials: [Board package contents]
### Actions: [Follow-up items]
Quality Checklist
- Governance calendar is current
- Board materials distributed with adequate lead time
- Minutes accurately capture decisions and actions
- Policies reviewed on schedule
- Fiduciary duties documented and followed
Edge Cases
- For private companies, governance may be less formal but still important
- For pre-IPO, establish governance practices early
- For international boards, account for time zones and local requirements