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Diligent AI

Corporate governance reporting: definition, requirements and best practices

August 19, 2026
12 min read
Board members listening to the corporate governance report.

In this article

  • Intro
  • What is a corporate governance report?
  • How is corporate governance defined and structured within modern organizations?
  • The six pillars of corporate governance
  • How laws and regulations have driven corporate governance reporting
  • Contents of a corporate governance report
  • Corporate governance reporting best practices
  • Benefits of improved governance reporting
  • How AI improves corporate governance reporting
  • FAQs about corporate governance reporting
Jessica Donohue

Jessica Donohue

Senior Specialist

Corporate governance report requirements are intensifying. SEC cybersecurity rules require U.S.-listed companies to disclose material cyber incidents four business days after determining that an incident is material. California's climate disclosure laws take effect in 2026. Globally, frameworks such as the EU's Corporate Sustainability Reporting Directive are expanding what boards must report.

A corporate governance report shows how a company's board and leadership monitor decisions, policies and their effect on stakeholders. It helps satisfy regulators and build investor trust. Internal versions go to the board and select stakeholders, while external versions go to regulators and the public.

According to What Directors Think 2025 by Diligent Institute, Corporate Board Member and FTI Consulting, 42% of directors cite strategy as their top oversight challenge. Strategy has surpassed cybersecurity for the first time in years. Corporate governance reporting helps boards communicate risk oversight and demonstrate accountability, while a well-run compliance exercise supports stakeholder confidence.

This guide covers:

  • What corporate governance reporting entails and who produces and reads it
  • Which regulations shape governance report requirements and contents
  • Best practices and benefits of effective governance reporting
  • How AI improves reporting quality and efficiency

What is a corporate governance report?

A corporate governance report is an ethically driven disclosure that reflects how companies monitor their actions, policies, practices and decisions and their effect on stakeholders. It gives shareholders visibility into the company's structure, governance model, activities and performance.

Why governance reporting matters

Corporate governance reports typically address governance procedures, regulatory compliance, company and board performance, board composition and adherence to good governance practices. They demonstrate accountability to shareholders and satisfy regulatory requirements. They also build trust with investors and business partners.

According to the same What Directors Think 2025 research, 76% of directors are prioritizing growth opportunities Governance reporting helps boards show how they pursue those opportunities while maintaining appropriate risk oversight.

Who writes the corporate governance report?

In many large companies, governance and compliance reporting falls under the chief compliance officer. This officer establishes company-wide standards and procedures to identify, prevent, detect and correct noncompliance with laws, regulations, industry standards or company policies.

The corporate secretary or governance team often coordinates the report with compliance, finance, risk and ESG teams. Subject matter experts contribute information from across the company. This coordination is especially important for public companies managing SEC compliance, audits and reporting across multiple entities or jurisdictions.

At growth-stage companies preparing for public markets, a legal or finance leader may oversee reporting until dedicated governance and compliance roles are established. Whoever leads the process should understand the business operation and applicable regulations.

Diligent's board risk oversight checklist provides a current lens on governance, reporting, accountability and risk oversight. It clarifies board and committee roles, improves the quality and prioritization of board risk reporting, strengthens identification, assessment and mitigation of key risks, aligns risk appetite with strategy and capital allocation, and embeds risk culture and scenario testing across the business.

Who reads the corporate governance report?

Corporate governance and compliance reports, including ESG reporting, have different audiences depending on whether they are internal or external.

  • External reports go to regulators, shareholders and the broader public, often during regulatory reviews or compliance audits. They can influence whether a company faces fines, sanctions or other penalties.
  • Internal reports go to board members and executives, along with select stakeholders. They explain the company's position relative to regulations, risks and governance procedures and may provide more operational detail.

Companies may also use findings to inform departments and educate the workforce about required procedures and policies.

How is corporate governance defined and structured within modern organizations?

Effective corporate governance serves as a strategic framework that transcends basic compliance. By integrating robust oversight with long-term sustainability goals, organizations can navigate complex risk landscapes while maintaining ethical integrity.

These structures and governance practices provide the necessary discipline to align executive actions with stakeholder interests, ensuring that the company remains resilient and accountable in an evolving global market.

The six pillars of corporate governance

These six pillars directly shape the quality and transparency of corporate governance reporting, ensuring that disclosures are both comprehensive and actionable for stakeholders.

  • Accountability: The board and senior management are individually and collectively accountable for their actions and decisions.
  • Efficiency and effectiveness: The board and senior management monitor activities and operations to confirm that they support the company's mission.
  • Fairness: The board and senior management act honestly, diligently and fairly and demonstrate ethical behavior.
  • Responsibility: The board and senior management understand their obligations and document how responsibilities are assigned and fulfilled.
  • Transparency: A primary component of good governance is reporting company information accurately and promptly.
  • Independence: Objective decision-making requires an impartial board and clear disclosure of how independence is maintained.

By grounding reports in these core values, boards provide a clear, accurate view of organizational health and operational integrity.

Connect governance and compliance

Learn how an integrated governance, risk and compliance framework supports more effective corporate governance reporting.

How laws and regulations have driven corporate governance reporting

Governments and regulators worldwide have changed corporate governance reporting through the following reforms.

  1. The Cadbury Report (United Kingdom, 1992) recommended establishing corporate boards and accounting systems to reduce corporate risks and failures.
  2. The Sarbanes-Oxley Act (United States, 2002) established auditing and financial regulations to protect the public, including shareholders and employees, from accounting errors and fraud. SOX primarily applies to financial reporting and business practices at public companies, although some provisions apply to all organizations. The Securities and Exchange Commission enforces it.
  3. The Dodd-Frank Act (United States, 2010) increased transparency and accountability requirements in the financial industry. It created the Financial Stability Oversight Council and added financially rewarded whistleblowing provisions. It also established the Consumer Financial Protection Bureau.
  4. The Securities and Exchange Board of India SEBI amendments require stricter disclosures and protections for investors' rights. Provisions address minority and foreign shareholders, related party transactions, whistleblower policies, pay disclosures and requirements for at least one female director on every board.
  5. The UK Corporate Governance Code sets governance policies and procedures for premium-listed companies in the UK. It covers board leadership and succession, including composition. Financial Reporting Council reviews increasingly prioritize disclosure quality and specificity. Formal compliance remains part of those reviews.
  6. ESG and sustainability frameworks are expanding governance report requirements. Global standards such as the ISSB sustainability standards emphasize risk management and internal controls that cover board oversight of ESG factors.

Contents of a corporate governance report

A corporate governance report can document individual compliance initiatives or summarize broader governance and compliance efforts. Also called an annual corporate report, it generally covers eight areas.

1. Statements of disclosure of governance procedures and compliance

The report should disclose the company's governance procedures, guiding principles and applicable codes. It should explain how powers are distributed between the board chair and CEO. Companies should separate the board chair and CEO roles.

2. Board composition

Board size varies by company, with most boards falling in the seven-to-11 range. Boards should seek an appropriate mix of competencies, age, gender, profession, independence and diversity. Reports should disclose the balance of executive and independent directors and the frequency of board meetings.

3. Board roles and responsibilities

The report should list directors' powers, functions, roles and responsibilities. It should describe committees and delegated duties, including subcommittees, conformance functions and transformative functions.

4. Board succession and evaluation

Shareholders may look for information about director appointments, board development, succession planning and remuneration by shareholding members.

5. Board performance

Disclosures should describe how the company monitors the board and individual directors. They should also address related party transactions, conflicts of interest and how the board handled them.

6. Business plan and budget

The report should connect the company plan with budgets and performance targets, supported by operating measures. It should describe risk management, internal controls and relationships with internal and external auditors.

7. Communications and compliance

Disclosure statements should explain communications with shareholders and stakeholders, legal compliance and codes of conduct for the board, CEO, management and staff.

8. Performance forecasts

The report should describe the business, its innovation efforts and its future prospects for growth and sustainability. It should also explain how future market trends influence planning.

Corporate governance reporting best practices

Corporate governance reports should be updated at least annually, but effective reporting depends on practices reviewed throughout the year.

"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."

Boards should follow these practices:

  • Hold regular meetings: Keep directors and shareholders informed and involved in ethical business practices.
  • Practice transparency: Report material information promptly and explain the rationale behind key decisions such as board compensation.
  • Conduct annual performance reviews: Gather feedback from internal stakeholders and external shareholders to identify effective work and areas requiring change.
  • Adopt ongoing reporting: Monitor key insights throughout the year so the board can adjust governance practices and business decisions when needed.
  • Establish clear data ownership: Assign responsibility for each category of governance data to prevent fragmented or incomplete reporting.
  • Centralize governance data: Use a single source of truth for entities and jurisdictions.
  • Use technology: Automate routine work and improve visibility across entities. Be cautious with free technology, which may lack the controls required for detailed reporting.

Benefits of improved governance reporting

Corporate governance reporting identifies where a company meets compliance requirements and where work is needed. Leaders can use that information to make better decisions about planning and resource allocation while improving risk management.

Thorough reports provide two key benefits:

  • Peace of mind: Reporting provides evidence that the company is meeting regulations and a starting point for correcting noncompliance. Annual reviews can identify problems before they become violations.
  • Stakeholder confidence: A reliable report shows clients and business partners, including investors, that operations and controls are trustworthy. It can reduce concerns during contracting, investment and regulatory review.

That confidence depends on reporting quality. Only 21% of senior legal leaders are very confident that their board receives the right mix of information on risk, according to the GC Risk Index 2026 by Diligent Institute.

"The board fundamentally has to trust management. There are lots of ways the board trusts but verifies," 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."

Reporting quality and stakeholder trust depend on accurate records and consistent information flows. Centralized governance data and controlled board-material workflows help maintain both as requirements grow.

How AI improves corporate governance reporting

For public and multi-entity companies, spreadsheet tracking and document-based reporting conducted through email can create accuracy gaps during audits or regulatory examinations. AI-supported governance tools reduce this risk by centralizing records and improving board materials.

Diligent Entities

For public and multi-entity companies, Diligent Entities provides a central record for corporate governance data and supports reporting across complex structures and jurisdictions:

  • AI-powered assistance: Teams can find information about ownership structures and filing requirements, including directors, without searching spreadsheets and emails.
  • Document automation: The system imports, populates, summarizes and translates governance documents. These functions improve consistency and reduce manual data entry.
  • Visual reporting: Org charts and compliance reports provide clearer views of entity structures.
  • Compliance workflows: Regulatory filings and deadline tracking can incorporate required reviews across jurisdictions.

"Diligent is the legal reference tool of our group: exhaustive, up-to-date and reliable… We can generate tailored reports on our entities — and the reports are simple to obtain," says Anja Wittke, Senior Legal Counsel at Safran.

Diligent Boards

For public companies and growth-stage companies preparing for public markets, Diligent Boards reduces manual preparation and supports board records used in governance reporting:

  • Smart Builder and Smart Risk Scanner: Smart Builder synthesizes source information into consistent, professional board materials. Smart Risk Scanner identifies risky language and legal red flags before materials reach directors.
  • SmartPrep 360: The tool generates pointed discussion questions with source citations. Directors can use them to prepare for substantive discussion.

Assore Holdings reported up to 60% time saved in board meeting preparation using Diligent Boards with GovernAI capabilities including Smart Risk Scanner. These capabilities give governance teams more time to review materials and prepare for board discussion.

Together, centralized entity records and higher-quality board materials support accurate reporting and stronger audit readiness. They also support more informed oversight.

Simplify governance reporting

See how Diligent Entities centralizes entity data and automates workflows to reduce reporting time and risk.

FAQs about corporate governance reporting

How often should governance reports be updated?

Companies should update corporate governance reports at least annually, typically with the annual report cycle. Boards should also update reports when material changes occur, including leadership transitions, regulatory changes, major acquisitions or governance structure modifications. Internal reports may be updated quarterly or monthly for board and committee review.

What's the difference between internal and external governance reports?

Internal reports support oversight by board members and executives, along with select stakeholders. They may include sensitive performance and planning information, including internal audit findings. External reports are intended for regulators and the public, including shareholders, and follow requirements such as SOX and SEC rules, as well as the UK Corporate Governance Code.

How does technology improve corporate governance reporting quality and efficiency?

Technology creates a single source of truth for entity information, board composition, compliance status and governance documentation. Automated workflows reduce manual data collection, review and approval steps, while AI can generate reports and surface relevant insights. Centralized entity-management platforms can reduce reporting effort while improving accuracy and completeness.

What should a corporate governance report include?

A corporate governance report should cover eight core areas: governance procedures and compliance, board composition, board roles and responsibilities, succession and evaluation, board performance, the business plan and budget, communications and compliance and performance forecasts. Together, these sections explain how the board is structured, how it makes and monitors decisions and how it plans for future growth.

Ready to simplify your governance reporting? Schedule a demo to see how Diligent centralizes entity data and automates compliance workflows.