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Corporate Governance Manual Template (Microsoft Word)

This is a professionally structured Word template for boards of directors, executives and company secretaries. It documents how a company is directed and controlled, and it follows internationally recognised principles of good governance (G20/OECD) while remaining adaptable to any country’s company law and governance code. It covers: Introduction: purpose, scope, governance principles and the legal framework. Governance framework: the role of each governance body. Shareholders: shareholder rights and general meetings. Board Charter: Board responsibilities and composition a skills matrix independence criteria director appointment and induction the roles of the Chair, CEO and Company Secretary directors’ duties Board meetings: meeting procedures and an annual Board calendar. Board committees: Audit and Risk, Nomination and Governance, and Remuneration. Delegation of Authority: a matrix showing which decisions sit with the Board, committees, CEO and CFO. Risk and assurance: risk management, internal control, and internal and external audit. Ethics: conflicts of interest, related-party transactions, insider dealing and whistleblowing. Remuneration, disclosure and stakeholders: pay principles, stakeholder engagement and sustainability (ESG) oversight. Board evaluation and development, with an evaluation questionnaire. Appendices: a declaration of interests, a director independence declaration, and a committee terms of reference template. The template helps companies strengthen accountability, transparency and investor confidence, and show regulators and lenders that they meet governance standards. How to use: Set up: replace all text in [square brackets] with your company’s details, board size, thresholds, meeting frequencies and approval references. Align with your rules: make sure the manual matches your company’s constitution, the Companies Act, listing rules and any national or sector governance code. The law and the constitution always take precedence. Tailor the structures: adjust the committees, independence requirements and Delegation of Authority limits to suit your company’s size, ownership and risk profile. Review and adopt: have the Company Secretary and legal counsel review the draft. Then submit it to the Board for adoption by resolution, and record the resolution number in the document control table. Put it into practice: Use the annual Board calendar to plan meetings. Collect the declarations of interests and independence from directors each year. Run the annual Board evaluation using the questionnaire. Maintain: delete the guidance box and update the table of contents before issue. Review the manual at least every two years or whenever laws or circumstances change.