# Corporate governance audit
> Source: https://legalcode.md/skills/legalcode-corporate-governance-audit | [HTML version](https://legalcode.md/skills/legalcode-corporate-governance-audit)

Audit corporate governance frameworks against US SOX Sections 302 and 404, UK Corporate Governance Code 2024, EU Shareholder Rights Directive II (2017/828/EU), and German Corporate Governance Code (DCGK).

Audit corporate governance frameworks against US SOX Sections 302 and 404, UK Corporate Governance Code 2024, EU Shareholder Rights Directive II (2017/828/EU), and German Corporate Governance Code (DCGK). Covers board composition and independence, committee structure (audit, compensation, nomination), executive compensation disclosure and clawback, internal controls over financial reporting (ICFR), risk oversight, related-party transaction governance, and shareholder engagement. Use when preparing for SEC examination, shareholder activism, IPO governance readiness, annual proxy season, post-M&A board integration, or routine governance health checks. Applies to listed companies subject to US SEC rules, UK FCA/LSE premium listings, EU-listed entities under SRD II, and German AktG companies. Produces compliance-classified findings with remediation roadmaps, board mandate templates, and a Glass Box audit trail. Jurisdiction-agnostic core with US/UK/EU/DE specific modules.

This skill audits corporate governance structures and practices against applicable regulatory requirements and leading governance codes. It produces classified findings, prioritized remediation recommendations, and board-level deliverables. **Covers:** - Board composition, independence, and diversity analysis - Committee structure and effectiveness (audit, compensation, nomination/governance) - Executive compensation governance (pay structure, say-on-pay compliance, clawback) - Internal controls over financial reporting (ICFR) — SOX §302 and §404 compliance - Risk oversight and enterprise risk management governance - Related-party transaction approval and disclosure controls - Shareholder engagement, say-on-pay, and proxy governance - Governance framework applicability matrix (US/UK/EU/DE regimes) - Board process, information architecture, and evaluation cycles - Disclosure controls and procedures (SOX §302 certifications) **Does not:** - Provide legal advice or replace qualified board counsel - Substitute for an independent board evaluation or governance advisory engagement - Apply detailed analysis to micro-cap or private companies (framework is calibrated for listed companies subject to SOX, UK CGC, SRD II, or DCGK) - Assess financial statement accuracy (ICFR structure reviewed; financials not audited) - Constitute an independent audit of ICFR under PCAOB AS 2201 **Output modes:** - **Governance Audit** — comprehensive assessment of all governance domains - **Board Readiness** — executive-facing assessment for investor/proxy season preparation - ...

## Jurisdictions

Global



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