ARCHIVED: This archived Practice Note provides corporate lawyers with an overview of the main elements of corporate governance in the United States. Within the context of directors’ duties, board organisation, role of the Chair, CEO and non-executive directors, composition of committees, nomination and executive remuneration the Note considers the various legislative and regulatory sources of governance requirements. Where relevant the Note refers to the listing rules of either the New York Stock Exchange or the NASDAQ stock market. Particular reference is made to the significant impact of the Dodd-Frank Act. Also noted are some of the main proxy organisations and institutional investor groups in the USA corporate sphere. This note is not maintained and is included for background only. Background Unlike the UK, the USA has not adopted a unified corporate governance code for its public corporations. Instead corporate governance requirements are derived from a variety of federal and state laws, including the following: • the laws of the state in which the corporation is incorporated and any other states in which it does business, such as the