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Corporate Governance Essentials

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Board of Directors

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The group of individuals elected by shareholders to oversee the management of a corporation and make corporate decisions.

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Shareholder Rights

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The entitlements that come with owning shares in a company, including the right to vote on corporate matters and to receive dividends.

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Fiduciary Duty

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The legal obligation of one party to act in the best interest of another. In corporate governance, directors and officers have a fiduciary duty to shareholders.

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Proxy Voting

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A mechanism for shareholders to vote on corporate matters without being physically present, often through the delegation of their voting power to a representative.

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Corporate Bylaws

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Documents that outline the rules and regulations for the governance of a corporation, including procedures for meetings and electing the board of directors.

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Stakeholder

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An individual or group that has an interest in the performance and activities of a corporation, which includes shareholders, employees, customers, and suppliers.

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Corporate Charter

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A legal document that establishes a corporation and outlines its structure and purpose. Also known as articles of incorporation.

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Executive Compensation

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The financial and non-financial rewards given to the senior executives of a corporation, which may include salary, bonuses, stock options, and other benefits.

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Minority Shareholder

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A shareholder who does not have control over the corporation and typically owns a smaller percentage of the corporation's shares.

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Sarbanes-Oxley Act

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A U.S. federal law enacted in 2002 to protect investors by improving the accuracy and reliability of corporate disclosures.

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Corporate Social Responsibility (CSR)

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A self-regulating business model that helps a company be socially accountable to itself, its stakeholders, and the public.

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Risk Management

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The process of identifying, assessing, and controlling threats to a corporation's capital and earnings.

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Dividend Policy

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A company's stance on how its profits are distributed among shareholders in the form of dividends.

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Annual General Meeting (AGM)

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A yearly gathering of a company's interested shareholders to discuss the company's performance and strategy and to exercise their voting rights.

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Audit Committee

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A subcommittee of a company's board of directors that is responsible for overseeing the financial reporting process, audit procedures, and regulatory compliance.

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Insider Trading

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The illegal practice of trading on the stock exchange to one's own advantage through having access to confidential information.

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Corporate Transparency

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The extent to which a corporation discloses information about its operations and financial performance to shareholders and the public.

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Compliance Program

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A company's formalized efforts to ensure that it and its employees abide by regulatory standards and ethical practices.

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Takeover Defense

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Strategies employed by a corporation to prevent or discourage unwanted takeover attempts.

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Environmental, Social, and Governance (ESG) Criteria

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Standards for a company's operations that socially conscious investors use to screen potential investments based on corporate policies and practices.

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