The US approach to corporate governance can be characterised as a regulator-led system predominantly
enforced through the Securities and Exchange Commission (SEC), stock exchange
listing rules and state law. The US does not have a corporate governance code similar to that
of the UK, given the structure of its constitution. While the internal aspects of corporate governance
such as leadership, director’s duties, remuneration and shareholder rights are a matter
of state law, the SEC and the stock exchanges also play a significant role in the governance of
listed companies. The regulatory authorities in the US and their respective roles are described
by Mark Roe in Box 3.1.