What are corporate governance guidelines?
Corporate governance guidelines set forth policies for the composition and operations of a corporation’s board. Historically, corporation bylaws were considered to be sufficient for this purpose. In the early 1990s, however, some companies decided to publish more detail about their workings in a separate publication. The most prominent early example was the General Motors Guidelines, originally published in 1994, and updated since then. In 2003, as part of a broader governance code for listed companies, the New York Stock Exchange, in its Corporate Governance Rules, required all listed companies to publish their corporate governance guidelines. NYSE rules say that the guidelines must address: • qualification standards for directors • responsibilities of directors • director access to management and, as necessary, independent advisors • compensation of directors • continuing education and orientation of directors • management succession, and • annual performance evaluation of the board.
