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name: corporate-governance description: > Support corporate governance — board materials, meeting minutes, policy review, fiduciary compliance, and governance calendar. TRIGGER when: user says /corporate-governance, needs board meeting preparation, or asks about corporate governance practices. argument-hint: "[governance topic or meeting to prepare for]" user-invocable: true

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