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Corporate Governance Document
I need a corporate governance document that outlines the roles and responsibilities of board members, establishes a code of conduct, and includes procedures for conflict resolution and decision-making processes, ensuring compliance with Austrian corporate law and best practices.
What is a Corporate Governance Document?
A Corporate Governance Document lays out the key rules and processes for running an Austrian company, showing how decisions get made and who's responsible for what. It covers everything from board responsibilities and shareholder rights to compliance with Austria's Corporate Governance Code (脰CGK).
For listed companies on the Vienna Stock Exchange, this document helps meet legal requirements and build trust with investors. It spells out important details like risk management procedures, executive compensation policies, and how the company handles conflicts of interest - all while following Austrian business law (UGB) and stock corporation regulations (AktG).
When should you use a Corporate Governance Document?
Create your Corporate Governance Document when launching a new company in Austria or updating governance structures in an existing one. It's essential during key transitions like preparing for an IPO on the Vienna Stock Exchange, restructuring your board, or expanding operations into new markets.
Use it to guide decision-making during challenging situations - from managing conflicts of interest to responding to shareholder concerns. Austrian regulators expect to see this document when conducting compliance reviews, especially for companies following the 脰CGK code. Having it ready helps smooth discussions with potential investors, auditors, and business partners who need to understand your governance framework.
What are the different types of Corporate Governance Document?
- Basic Corporate Governance Code: Core document following 脰CGK guidelines with standard board structures and shareholder rights
- Comprehensive Governance Manual: Detailed version including risk management, compliance procedures, and ESG policies
- Simplified SME Framework: Streamlined governance rules for smaller Austrian companies not listed on the stock exchange
- Stock Exchange Compliance Version: Enhanced document meeting Vienna Stock Exchange listing requirements and reporting obligations
- Group Governance Structure: Special format for corporate groups with Austrian parent companies managing multiple subsidiaries
Who should typically use a Corporate Governance Document?
- Board of Directors: Approves and implements the Corporate Governance Document, ensuring company-wide compliance with Austrian regulations
- Legal Counsel: Drafts and updates the document to align with 脰CGK requirements and Austrian business law
- Compliance Officers: Monitor adherence to governance policies and report violations to management
- Shareholders: Review and vote on major governance changes during annual meetings
- External Auditors: Verify compliance with governance standards for listed companies
- Financial Market Authority: Oversees implementation and enforcement of governance rules
How do you write a Corporate Governance Document?
- Company Structure: Gather details about your organizational setup, subsidiaries, and board composition
- Legal Requirements: Review current 脰CGK guidelines and Vienna Stock Exchange rules if applicable
- Stakeholder Input: Collect feedback from board members and key shareholders on governance priorities
- Risk Assessment: Document main business risks and existing control mechanisms
- Internal Policies: List current compliance procedures and reporting structures
- Document Generation: Use our platform to create a customized Corporate Governance Document that meets Austrian legal standards
- Review Process: Set up internal approval procedures with key stakeholders before finalization
What should be included in a Corporate Governance Document?
- Board Structure: Clear definition of management and supervisory board roles per Austrian Stock Corporation Act
- Shareholder Rights: Voting procedures and minority shareholder protections under 脰CGK guidelines
- Risk Management: Internal control systems and compliance monitoring processes
- Compensation Policy: Executive remuneration framework and performance metrics
- Reporting Requirements: Financial disclosure obligations and transparency measures
- Conflict Resolution: Procedures for handling disputes and conflicts of interest
- ESG Integration: Environmental, social, and governance standards alignment
- Compliance Framework: Methods for ensuring adherence to Austrian corporate laws
What's the difference between a Corporate Governance Document and an Environmental, Social and Governance Compliance Framework?
A Corporate Governance Document differs significantly from an Environmental, Social and Governance Compliance Framework. While both deal with organizational oversight, they serve distinct purposes in Austrian business law.
- Scope and Focus: Corporate Governance Documents cover the entire spectrum of company management and control, while ESG frameworks specifically target sustainability and social responsibility measures
- Legal Requirements: Corporate Governance follows mandatory 脰CGK guidelines for listed companies, whereas ESG frameworks often remain voluntary supplements
- Implementation Level: Governance documents establish core decision-making structures, while ESG frameworks outline specific environmental and social performance metrics
- Reporting Obligations: Corporate Governance requires formal disclosure to authorities and shareholders, while ESG reporting typically serves stakeholder communication and market positioning
- Enforcement Mechanism: Governance violations can trigger legal consequences under Austrian corporate law, while ESG compliance often relies on market pressure and reputation management
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