Corporate governance reporting: Definition, requirements and best practices
Corporate governance reporting requirements are intensifying. SEC cybersecurity rules now require U.S.-listed companies to disclose material cyber incidents within four business days of determining the incident is material. California's climate disclosure laws take effect in 2026. And globally, frameworks like the EU's Corporate Sustainability Reporting Directive are expanding what boards must report.
These pressures come as directors face a strategic pivot. According to the Diligent Institute's What Directors Think 2025 report, 41% of directors now cite strategy as their top oversight challenge — surpassing cybersecurity for the first time in years. This shift reflects a broader reality: corporate governance reporting is no longer a backward-looking compliance exercise. It's a strategic function that shapes how boards communicate risk oversight, demonstrate accountability and build stakeholder confidence.
To help you navigate current requirements and emerging standards, this guide explains:
- What corporate governance reporting entails and who is responsible for producing it
- Key regulations driving reporting requirements across jurisdictions
- What to include in a corporate governance report
- Best practices for effective governance reporting
- How AI-enhanced technology transforms governance reporting efficiency
What is a corporate governance report?
A corporate governance report is an ethically driven disclosure that reflects how corporations monitor their actions, policies, practices and decisions, as well as the effect of those actions on stakeholders. These reports provide shareholders with visibility into how the corporation conducts business, specifically the corporation's structure, governance model, activities and performance.
Why governance reporting matters
Corporate governance reports typically include information about governance procedures, regulatory compliance, company and board performance, board composition and how effectively the company follows good governance practices. They serve multiple functions:
- Demonstrating accountability to shareholders
- Satisfying regulatory requirements
- Building trust with investors and business partners
Per the Diligent Institute's What Directors Think 2025 report, 76% of directors are prioritizing growth opportunities — a sharp turnaround from recent years focused on cost-cutting. This strategic shift makes governance reporting even more critical, as boards must demonstrate both opportunity pursuit and appropriate risk oversight to stakeholders.
Who writes the corporate governance report?
In most large organizations, governance and compliance reporting falls under the direction of the chief compliance officer (CCO). The CCO is responsible for establishing company-wide standards and implementing procedures to ensure that governance and compliance programs effectively identify, prevent, detect and correct noncompliance issues with applicable laws, regulations, industry standards or company policies.
In practice, however, corporate governance reports are often coordinated by the corporate secretary or governance team, working closely with the CCO, finance, risk and ESG teams. Members of the compliance department and the corporate secretary may recruit or consult with subject matter experts to complete particular sections and often gather data from across the organization through polling and questionnaires.
In smaller organizations or those without a compliance officer, the responsibility may fall on a member of the legal department or another qualified employee. When choosing a manager to lead a compliance reporting team, find someone with expertise in the particular business operation under review and the regulations or mandates involved.
This manager may need temporary relief from typical duties, as compliance reporting can require significant time and effort.
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Get your copy todayWho reads the corporate governance report?
Corporate governance and compliance reporting (like ESG reporting) can have various audiences, depending on the particular focus of the report and whether or not the report is internal or outward-facing.
- External reports are usually part of larger compliance audits that organizations undergo as part of regulatory reviews. These reports are read by members of appropriate regulatory agencies and can be integral in determining whether the organization faces fines, sanctions or other penalties. A thorough compliance and governance report indicates that the organization operates in good faith and may influence regulators to work with the company toward remediation rather than penalties.
- Internal compliance reports are often more targeted in scope. A broad summary of compliance and governance efforts might be presented to board members or select stakeholders to demonstrate the company's position relative to current regulations and good governance procedures. The details might also concern specific departments whose work with new regulations informs their business dealings or future plans.
The details of compliance and corporate governance reporting might also concern a select department whose work with new regulations informs their business dealings or future plans. Finally, the organization may use the lessons gleaned from a compliance report to educate the wider workforce on the importance and necessity of following standard procedures and policies.
What is corporate governance?
Corporate governance implements a collection of processes, policies, structures and relationships to control and direct corporations and hold them to account.
It includes the practices and procedures that corporations rely on to make sound decisions in corporate affairs, delineating the roles and responsibilities of many different individuals, including
- Boards of directors
- Managers
- Shareholders
- Stakeholders
- Vendors
- Creditors
- Auditors
- Regulators
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Download the guideThe six pillars of corporate governance
Corporate governance divides into six broad categories that influence reporting and how boards disclose their activities:
- Accountability means that a corporation's leadership, including the board and senior managers, are individually and collectively accountable for their actions and decisions. Governance reports must demonstrate clear accountability structures.
- Efficiency and effectiveness requires leadership to continually monitor activities and operations to ensure they support the corporation's mission. Reports should provide evidence of operational effectiveness.
- Fairness demands that corporate leaders be honest, faithful, diligent and fair at all times, displaying ethical and virtuous behavior. Governance reporting reflects how organizations uphold these standards.
- Responsibility means leaders must be capable, responsible and aware of their obligations. Reports document how responsibilities are assigned and fulfilled.
- Transparency is a primary component of good governance. Leadership must report information about the company accurately and promptly.
- Independence ensures decision-making is objective and fair. An impartial board is essential to good governance, and reports should demonstrate how independence is maintained.
How laws and regulations have driven corporate governance reporting
Governments and regulators worldwide learn from each other how to improve corporate governance practices. The following provides an overview of significant laws and regulations that have shaped governance reporting over time.
1. The Cadbury Report (United Kingdom, 1992) was one of the first significant events in corporate governance reform. The report recommended establishing corporate boards and accounting systems to reduce potential corporate risks and failures.
2. The Sarbanes-Oxley Act (SOX) (United States, 2002) is a federal law establishing new auditing and financial regulations for companies. The law helps protect shareholders, employees and the public from accounting errors and fraud surrounding financial practices. SOX primarily pertains to financial reporting and business practices at publicly traded companies, although some provisions apply to all organizations. The Securities and Exchange Commission (SEC) enforces SOX provisions and penalties for noncompliance.
3. The Dodd-Frank Wall Street Reform and Consumer Protection Act (United States, 2010) made the government responsible for regulating corporate transparency and accountability in the financial industry. The Act created the Financial Stability Oversight Council (FSOC) to address persistent issues affecting the financial market, incorporated whistleblowing provisions with financial rewards and established the Consumer Financial Protection Bureau.
4. The Securities and Exchange Board of India (SEBI) amendments require stricter disclosures and protections for investors' rights, including provisions for equitable treatment of minority and foreign shareholders, shareholder approval for related party transactions, whistleblower policies, increased pay package disclosures and requirements for at least one female director on every board.
5. The UK Corporate Governance Code (first introduced in 2018 with ongoing updates) sets out governance policies and procedures that apply to all premium-listed companies in the UK. It includes governance frameworks for board leadership, composition, succession and more. The Financial Reporting Council (FRC) conducts ongoing reviews that increasingly focus on the quality and specificity of disclosures, not just formal compliance with the Code.
6. ESG and sustainability frameworks represent the newest wave of governance reporting requirements. Global standards like the ISSB sustainability standards and jurisdiction-specific rules around climate and sustainability disclosure are expanding what boards must report. These frameworks emphasize board oversight of ESG factors, risk management and internal controls as part of governance disclosures.
Contents of a corporate governance report
Governance reports offer detailed accounts of an organization's progress on particular compliance initiatives or, taken collectively, can provide a broad summary of your company's compliance efforts.
Also called the annual corporate report, a corporate governance report includes a statement of corporate governance procedures and compliance, information on board composition, statements on the company's performance, and information about compliance and conformance with best practices for good corporate governance.
1. Statements of disclosure of governance procedures and compliance
The corporate report should include a statement of disclosure of the company's governance procedures and compliance. It should also disclose the principles and codes that guide the company's procedures.
Disclosure statements usually detail the distribution of powers between the board chair and the CEO. Best practices in today's marketplace discourage the same individual from serving as CEO and board chair.
2. Board composition
The average size of corporate boards is 9.2 directors. The ideal size of a corporate board is seven to 11 members. Best practices for good corporate governance recommend that boards strive for a mix of board directors in competencies, age, gender, profession, independence and diversity.
There should also be a mix of executive and independent directors, with the majority being independent directors. Corporate governance reporting should disclose the regularity and frequency of board meetings.
3. Board roles and responsibilities
The corporate governance report should contain a section that lists the powers, functions, roles and responsibilities of board directors. The report includes information about committees, sub-committees, and any delegated powers and duties. This section of the report should consist of conformance and transformative functions.
4. Board succession and evaluation
Shareholders may be particularly interested in reading information about board directors in the corporate governance report. Such information may include the company's procedures for appointing directors, board development, succession planning and remuneration by shareholding members.
5. Board performance
Disclosures often describe the corporation's mechanisms for monitoring the board's performance, as well as the performance of individual board directors. It also includes information about related party transactions, conflicts of interest and how the board handled them.
6. Business plan and budget
A section of the annual report details the overall organizational plan and how it relates to business plans and budgets, operational and performance measures and a description of risk management and internal control procedures.
These reports provide evidence of accountability and transparency and support generally accepted accounting and auditing standards. Sections on accounting also specifically disclose the company's relationship with internal and external auditors.
7. Communications and compliance
Disclosure statements also cover such issues as communications with shareholders and stakeholders, legal compliance, and codes of conduct for the board, CEO, management and staff.
8. Performance forecasts
Statements usually detail the nature of the business and its future prospects. Shareholders are interested in knowing the company's outlook for growth, sustainability and innovation and how the corporation plans to factor future market trends into its strategic planning.
Corporate governance reporting best practices
Corporate governance reports should be updated at least annually. But boards shouldn't limit reviews to only once per year. A thorough corporate governance report is the product of effective day-to-day practices that are continuously reviewed and disclosed.
"Board members frequently receive surface-level data, such as the number of whistleblowing reports, with little context," says Pav Gill, CEO of Confide. "Always dig deeper. For instance, three reports in a quarter may sound like a low figure, but if all those reports involve the same individual, that's a red flag worth investigating."
To produce effective governance reports, boards should adopt these best practices:
- Hold regular meetings: Regular meetings keep the board and other shareholders engaged in company activities. This is an important — if obvious — principle in good governance, as it empowers all relevant parties to take part in furthering ethical business practices.
- Practice transparency: Corporate governance reporting relies on transparency. Boards should practice this transparency in reports and everything they do. Ideally, boards will report information as it becomes available and explain the rationale behind key decisions like board compensation.
"Transparency shouldn't just be a word so you can check a box," says Dr. R.J. Gravel, Deputy Superintendent at Glenbrook High School District 225. "Transparency should lead to better decisions."
- Conduct annual performance reviews: Regular board reviews are a chance to collect feedback from internal stakeholders and external shareholders. This can be a critical inflection point for boards to continue effective work or pivot approaches that aren’t meeting company or regulatory expectations. It’s also a key governance practice that can bolster the contents of the corporate governance report.
- Adopt ongoing reporting: Not all decisions or practices will perform as expected. Ongoing reporting on key insights allows boards to change course as needed, whether amending governance practices or making different decisions for the business’s future. Corporate governance reporting can tap into these reports, offering deeper insights into the board’s year-long performance.
- Establish clear data ownership: Define who is responsible for each category of governance data. Without clear ownership, information becomes fragmented across departments, leading to inconsistent or incomplete reports.
- Centralize governance data: Organizations managing multiple entities or jurisdictions need a single source of truth for governance information. When data is scattered across spreadsheets, emails and separate systems, producing accurate reports becomes time-consuming and error-prone.
- Utilize technology. Corporate governance reporting adds another layer to good governance. It compels boards to not only define the governance practices they follow but also to report on how successful those practices are. Technology can help boards automate routine tasks, centralize data and provide insight into multiple entities. Beware of free technology, though, as it likely won’t provide all the features thorough reporting requires.
Benefits of improved governance reporting
Corporate governance reporting identifies areas where companies meet compliance initiatives and areas requiring more work. With this knowledge, business leaders make more effective decisions about resource allocation, risk management and strategic planning.
In addition, thorough compliance reports offer two key benefits:
- Peace of mind: Governance and compliance is a complicated endeavor, with many goals seeming like moving targets. Corporate governance reporting offers concrete evidence that your organization is on the right side of regulations and serves as a starting place for reconciling any noncompliance issues. Annual reporting can identify likely problems before they develop into full-fledged violations.
- Stakeholder confidence: A thorough, annual compliance report is like a clean bill of health. With it, your organization can demonstrate to clients and potential investors that your operations and controls are trustworthy. As the list of mandatory regulations grows, more and more clients expect organizations to be able to prove proof of governance before they enter into contracts or invest funds. Those who cannot do so might cause hesitation or concern for potential business partners.
"The board fundamentally has to trust management," says Inna Barmash, Chief Legal Officer and Corporate Secretary at Amplify. "Trust starts with communication. Communication is successful when it's proactive, when it anticipates and addresses board members' concerns, and speaks to their experience from other boards and their operational experience."
How AI transforms corporate governance reporting
For organizations managing governance reporting across multiple entities and jurisdictions, manual processes create inherent risk. Spreadsheet-based tracking, email-driven data collection and document-based reporting leave gaps that compromise accuracy — often discovered only during audits or regulatory examinations.
Purpose-built governance platforms like Diligent eliminate this fragmentation, transforming reactive compliance reporting into proactive governance excellence.
The Diligent One Platform unifies governance, risk and compliance functions into a single connected infrastructure — reducing the silos that allow reporting gaps to go undetected. Within the platform, multiple solutions directly address the challenges that undermine governance reporting quality:
Diligent Entities
Diligent Entities serves as the system of record for corporate governance data, providing AI-enhanced entity management that transforms reporting from a manual burden into a strategic function.
- AI-powered assistance provides instant answers on ownership structures, directors and filing requirements via chat in Diligent or Microsoft Teams — eliminating hours of manual data searches across spreadsheets and emails.
- Document automation uses AI to import, populate, summarize and translate key governance documents, ensuring consistency across entities and jurisdictions while reducing manual data entry errors.
- Visual reporting generates AI-powered org charts and compliance reports automatically, providing the accurate visualizations that stakeholders and regulators expect.
- Compliance workflows track tasks, manage reviews and file with regulators across jurisdictions, with automated deadline alerts preventing missed filings.
"Diligent is the legal reference tool of our group: exhaustive, up-to-date and reliable," says Anja Wittke, Senior Legal Counsel at Safran, which manages several hundred subsidiaries worldwide. "We can generate tailored reports on our entities — and those reports are simple to produce."
Diligent Boards
Diligent Boards streamlines board governance workflows and ensures the accuracy of materials that feed into governance reporting:
- Smart Builder synthesizes raw information into professional board materials with one click, reducing board prep time by 80% while ensuring consistent, high-quality documentation that supports governance disclosures.
- Smart Risk Scanner identifies risky language and legal red flags before documents reach the board, helping organizations catch compliance issues during preparation rather than discovering problems during audits.
- SmartPrep generates pointed discussion questions by topic with citations, ensuring directors arrive prepared with strategic questions that surface governance priorities requiring board attention.
These AI capabilities ensure that the board deliberations and decisions documented in governance reports reflect thorough oversight and informed decision-making — exactly what regulators and stakeholders scrutinize.
Whether you're producing annual governance reports, responding to regulatory examinations or demonstrating compliance to investors, integrated governance technology provides the accuracy and efficiency that manual processes cannot match.
Schedule a demo to see how Diligent helps organizations transform governance reporting from a compliance burden into a strategic advantage.
FAQs about corporate governance reporting
How often should governance reports be updated?
Organizations should update corporate governance reports at least annually, typically in conjunction with the annual report cycle. However, effective governance reporting isn't a once-a-year exercise.
Boards should conduct ongoing monitoring and update reports whenever material changes occur — such as significant leadership transitions, regulatory changes, major acquisitions or governance structure modifications. Internal reports may be updated quarterly or even monthly for board and committee review.
What's the difference between internal and external governance reports?
Internal governance reports target board members, executives and select stakeholders. They tend to be more detailed and may include sensitive performance data, internal audit findings and strategic planning information.
External governance reports are designed for regulators, shareholders and the public. They follow prescribed formats based on applicable regulations (such as SOX, UK Corporate Governance Code or SEC requirements) and focus on demonstrating compliance and accountability.
How does technology improve corporate governance reporting quality and efficiency?
Technology transforms governance reporting in several ways:
- Centralized platforms eliminate data silos by creating a single source of truth for entity information, board composition, compliance status and governance documentation
- Automated workflows reduce manual effort in data collection, review and approval processes.
- AI capabilities can monitor regulatory changes, generate reports automatically and surface insights from governance data.
Tools like Diligent Entities demonstrate how organizations can reduce reporting time by 70% while improving accuracy and completeness.
Ready to simplify your governance reporting? Request a demo to see how Diligent centralizes entity data, automates compliance workflows and generates AI-powered reports.
