Corporate Governance Overview - Current Issues
Introduction This post provides a summary report on a collection of public company corporate governance topics, including the historical development of the issues, the positions adopted by major institutional investors and proxy advisory firms, and the current state of corporate America with respect to the topics covered. Corporate governance refers to a panoply of issues, generally focused on the board of directors. A corporate board is the governing body for the company. The board sets corporate policy as well as, among other things, oversees company executives, decides executive pay, and assesses major transactions. In carrying out its role, a board must act in accordance with federal law, state law where the company is incorporated, and the corporate charter and bylaws. Additionally, board members are held to fiduciary duties like loyalty and care, which ensure that board members do not have conflicts of interest and act in an informed manner. Within these constraints, ho...