Others Others

Does the USA Have a Corporate Governance Code?

Our Authors

The United States Corporate Governance Code (USCGC) is a framework and set of rules that govern how publicly traded companies are structured and operated. The code was first proposed by the National Association of Corporate Directors in 2003 and has been updated numerous times since. 

What is the United States Corporate Governance Code

The United States Corporate Governance Code (USCGC) is a framework and set of rules that govern how publicly traded companies are structured and operated. The code was first proposed by the National Association of Corporate Directors in 2003 and has been updated numerous times since. 

The USCGC is designed to promote shareholder value and ethics while preventing fraud, corruption, and other illegal activity. The primary goals of the code are to protect investors, employees, and the public from improper conduct by directors and management and to ensure effective corporate governance. The code contains 79 provisions covering a wide range of topics, including executive compensation, board size and composition, financial reporting, disclosure matters, social responsibility, litigation and whistleblower protections, and much more. 

The USCGC is mandatory for all public companies in the United States with 13 or more shareholders. In order to be in compliance with the code, companies must submit a self-study report to the SEC every year. Failure to comply can result in civil penalties or even criminal prosecution.

Learn more about Company Registration in USA

The History of US Regulation

The United States Corporate Governance Code is a set of rules that businesses must follow in order to maintain their licenses and avoid fines from the Securities and Exchange Commission (SEC). The code was first adopted in 2002 and has since been revised several times. 

The purpose of the code is to ensure that companies are run honestly and fairly by ensuring that directors are accountable for their actions, shareholders have a voice in corporate policy, and management is disciplined. The code has been widely successful in regulating American companies and has led to high standards of corporate governance around the world.

In order to be compliant with the US Corporate Governance Code, companies must establish an effective Board of Directors and Board committees. These boards must have a minimum number of members (three), directors must be appointed based on merit rather than any relationship they may have with the company, and directors must serve long terms (at least five years). Boards also need to develop risk management procedures and make sure that annual reports are submitted on time and contain relevant information.

Learn more about Corporate Regulation in US

Why Make This a Law?

The United States Corporate Governance Code (CGC), formally known as the Sarbanes-Oxley Act of 2002, was enacted as a result of the failures of Enron and WorldCom. It is designed to promote transparency, accountability, and integrity in the management of public companies. The CGC imposes a number of requirements on boards of directors, senior executives, and other officers of publicly traded companies.

The main goal of the CGC is to prevent corruption and illegal behaviour by company officials. Overall, the CGC has been successful in achieving these goals. For example, companies have been more likely to disclose information about their financial status, Board composition, and executive compensation since its enactment.

The CGC also helps ensure that company boards are responsible for making sound business decisions. For example, directors must be well-informed about company finances and operations. Directors must also be able to make sound decisions based on accurate information.

Overall, the CGC is an important law that helps protect the public from fraudulent businesses.

Major Companies with Responsibilities under the Us Corporate Governance Code

When a company becomes a publicly-traded company, it must submit itself to the US Corporate Governance Code (CGC). This code sets out a set of rules that companies must follow to maintain their public trust.

One of the most important requirements of the CGC is that companies report their financial performance regularly. Under the CGC, annual reports are required to be submitted to shareholders, auditors, and the SEC. Public disclosures about risks and opportunities associated with a company’s business are also commonplace.

The CGC also requires Boards of Directors to be independent and have proper qualifications. Directors are responsible for appointing CEOs and managing other senior executives. In addition, directors must oversee a company’s compliance with the CGC.

Key provisions of the code

The United States Corporate Governance Code (USCGC) is a voluntary code of good practices for corporate governance. It was drafted in 2001 and has been updated four times, most recently in 2011. As of September 30, 2018, the USCGC had been voluntarily adopted by 1,157 public companies.

The USCGC is based on sound corporate governance principles: 1) accountability to shareholders

2) Strong Board independence

3) Effective internal control over financial reporting

4) Prevention of corruption. 

The code has three main components: the Board Governance Guidelines, the CEO Pay Guidelines, and the Corporate Ethics Guidelines.

The Board Governance Guidelines set out the basic principles for how Boards should operate, including requirements for directors’ qualifications and experience, frequency of elections and chairmanship changes, and disclosure of compensation information. The CEO Pay Guidelines set out minimum pay levels for CEOs and other highly compensated executives. The Corporate Ethics Guidelines provide guidance on reporting misconduct, avoiding conflicts of interest, and maintaining data privacy.

Conclusion

One of the main purposes of a corporate governance code is to ensure that companies are run fairly and equitably to shareholders. The CGC must be drafted in a manner that is accessible to shareholders and managers and should provide a useful framework for monitoring company performance. The CGC should also address shareholder rights, corporate governance structures, and communication with shareholders.

Read more,

About the Author

Nithya Ramani Iyer is an experienced content and communications leader at Zolvit (formerly Vakilsearch), specializing in legal drafting, fundraising, and content marketing. With a strong academic foundation, including a BSc in Visual Communication, BA in Criminology, and MSc in Criminology and Forensics, she blends creativity with analytical precision. Over the past nine years, Nithya has driven business growth by creating and executing strategic content initiatives that resonate with target audiences. She excels in simplifying complex concepts into clear, engaging content while developing high-impact marketing strategies. Nithya's unique expertise in legal content and marketing makes her a key asset to the Zolvit team, enhancing brand visibility and fostering meaningful audience engagement.

Subscribe to our newsletter blogs

Back to top button

Adblocker

Remove Adblocker Extension