From grimoire
Designs corporate governance frameworks including board structure, independent oversight, audit controls, and compliance systems following OECD/SOX standards.
How this skill is triggered — by the user, by Claude, or both
Slash command
/grimoire:design-corporate-governance-structureThe summary Claude sees in its skill listing — used to decide when to auto-load this skill
Establish a governance framework that ensures accountability, protects shareholder interests, and meets legal and regulatory requirements.
Establish a governance framework that ensures accountability, protects shareholder interests, and meets legal and regulatory requirements.
Adopted by: All NYSE and NASDAQ-listed companies (required); G20/OECD Principles adopted by 50+ countries as the baseline for corporate governance regulation; NACD represents 23,000+ board directors. Impact: Companies with strong governance scores have 10–15% higher operating margins and 20–30% lower cost of capital; SOX-compliant companies had 50% fewer restatements post-enactment; ISS governance scores directly affect institutional investor voting. Why best: Corporate governance failures (Enron, Theranos, FTX) consistently share the same structural defects — lack of independent oversight, conflicted boards, and absent controls. The OECD framework systematically addresses each.
Sources: OECD Principles of Corporate Governance (G20/OECD, 2023); Sarbanes-Oxley Act §301-404; NACD Director Professionalism (2023); Delaware General Corporation Law.
Define the ownership and capital structure — document share classes, voting rights, liquidation preferences, and major shareholder rights. This determines the governance dynamics and obligations.
Constitute the board of directors — establish board size (7–11 members is optimal per NACD research), independence requirements (majority independent for public companies), term limits, and meeting cadence (minimum quarterly).
Establish board committees — at minimum: Audit Committee (financially literate, SOX-required for public companies), Compensation Committee (independent), Nominating/Governance Committee (independent). Charter each committee with explicit authorities and reporting obligations.
Define CEO/Chair separation — separate the CEO and Board Chair roles or appoint a Lead Independent Director if combined. This is the single most important independence safeguard.
Design the audit and controls framework — establish internal audit function, external auditor selection and rotation policy, internal controls over financial reporting (ICFR), and whistleblower mechanisms (SOX §301 requires anonymous reporting channels).
Draft board charters and policies — create: Board Charter (authority, duties, composition), Committee Charters, Code of Business Conduct and Ethics, Related Party Transaction Policy, Insider Trading Policy, and Director Independence Standards.
Establish executive compensation governance — compensation committee sets and discloses compensation philosophy; engage independent compensation consultant; design pay-for-performance alignment; include clawback provisions (required under Dodd-Frank).
Create shareholder engagement policy — define how the company communicates with shareholders on governance matters, proxy voting policies, and procedures for addressing shareholder proposals.
Implement risk oversight framework — full board owns enterprise risk oversight; assign specific risk categories (cyber, financial, ESG) to relevant committees; require management risk reporting at each board meeting.
Conduct annual governance review — board self-assessment, director peer evaluation, committee effectiveness review, and governance structure review against evolving best practices and proxy advisory firm (ISS/Glass Lewis) guidelines.
npx claudepluginhub jeffreytse/grimoire --plugin grimoireDesigns or improves the process for preparing, conducting, and following up on board of directors meetings, including agenda setting, board books, consent agendas, and executive sessions.
Provides AI governance frameworks, challenge questions, risk matrices, and literacy for Non-Executive Directors evaluating AI proposals and strategies.
Designs organizational structures, operating models, and role frameworks. Useful for restructuring, defining reporting relationships, strategy alignment, spans of control, and transition roadmaps.