Corporate Governance Policy Templates
Two documents and three sheets that track when each policy was adopted and whether the transactions it governs were ever approved.
Free download · No account needed
Policy Register
[Company], a [State] corporation
A policy in a shared drive proves someone wrote it. This proves whether the board ever adopted it.
| Policy | Adopted | Review due | Status |
|---|---|---|---|
| Related Party Transactions | [date] | [date] | 2 cycles overdue |
| Conflicts of Interest | [date] | [date] | 2 cycles overdue |
| Insider Trading | [date] | [date] | On track |
An unadopted policy is not a missing document
It is a policy with no board action behind it. The Register says so directly instead of defaulting every policy on file to in force.
Every bracket fills from your own board’s actual resolutions. Nothing here ships with a gap already in it.
A corporate governance policy template gives you the text. Search results for the query agree on the shape: a Conflicts of Interest policy, a Related Party Transactions policy with Audit Committee review, an Insider Trading policy with pre-clearance and blackout windows. All of it correct, all of it a document. None of it checks whether a board ever voted on the document, or whether the transaction the policy exists to catch was ever run past anyone but the person it was supposed to catch.
Brightline Logistics, Inc. adopted its Conflicts of Interest and Related Party Transactions policies by written consent in 2019, on a 24-month review cycle. Neither has been reviewed since. Meanwhile, the CEO's spouse's company was paid $14,000 a month for 14 months, $196,000 total, approved by the CEO alone, no disinterested vote, no fairness benchmark on file. Under Delaware's safe harbor for a transaction between a corporation and one of its own directors or officers, that arrangement carries none of the three available protections until one closes the gap after the fact.
The Policy Register carries the adoption date and review cycle per policy, so an unadopted draft reads as one rather than as governance already in force. The Board Approval Tracker checks real transactions the same way: a minute book's Gap Register checks a share issuance against the shares a charter authorized, and this tracker checks a related-party contract against the vote it actually needed. The insider trading policy earns its place the same way: the prohibition in Rule 10b-5 attaches to the trade whether or not the company ever wrote the policy down.
What's in the pack
Policy Set
Delegation of Authority, Conflicts of Interest, Related Party Transactions and Insider Trading, each carrying its own adoption block for a real board resolution or consent.
Board Charter Notes
Which body reviews what, the disinterested-director mechanic stated in the terms the policies actually use, and any vacant seat or informal committee assignment flagged rather than assumed.
Policy Register
One row per policy with its adoption date, its stated review cycle, and the next due date computed and flagged the moment a cycle is missed.
Delegation of Authority Matrix
Each role's real dollar threshold and required approval route, so a purchase gets checked against a specific figure instead of a general sense of who usually signs things that size.
Board Approval Tracker
Every related-party transaction and over-threshold purchase checked against the specific policy provision that governs it, with the disinterested-vote count and fairness benchmark recorded or flagged as missing.
How to use it
- 1
Open in River, or take it blank
Send River the certificate of incorporation, the bylaws, the board roster and any existing policy drafts, or take the Word documents and CSV sheets from the template library.
- 2
Date the board composition first
Every disinterested-vote count downstream is checked against the board as it stood on a specific date, so seats and their effective dates get fixed before anything else is built.
- 3
Draft the policies, register the adoption
Each of the four policies gets its own adoption block, and the Policy Register flags any policy with no locatable board action as an unadopted draft rather than governance in force.
- 4
Check transactions against the policy
Related-party contracts and over-threshold purchases get checked against the specific provision that governs them, much like an entity register checks a filing against a source, and any approved by the interested party alone gets flagged.
Frequently asked questions
Is this template free?
Yes. The zip is Word documents and a CSV, no account and no card. Edit with AI is the other half: the agent dates your board composition, checks each policy's own adoption record, and flags any transaction approved only by the party it was supposed to check. Other packs sit in the template library.
What format are the downloaded files?
Word (.docx) for the Policy Set and the Board Charter Notes, and CSV (.csv) for the Policy Register, the Delegation of Authority Matrix, and the Board Approval Tracker. Excel, Numbers and Google Sheets open the sheets directly; the two documents open in Word, Pages or Google Docs.
Does adopting these policies protect a transaction that already happened?
Not by itself. A related party transaction still needs its own disinterested vote or fairness benchmark, obtained now if it was never obtained at signing. Adopting the policy going forward closes a different gap: the next transaction the policy would flag has a documented process to run through, rather than none.
What counts as a disinterested director for this purpose?
A director with no financial or personal interest in the specific transaction under review, counted against the board as it was actually constituted on the vote date. A board of four with one interested director needs at least two of the remaining three, not a majority of the whole board including the interested one.
Why does the tracker flag a purchase that has nothing to do with a related party?
Because a signing-authority threshold works the same way a related-party rule does: a dollar figure with a named approver above it, and a gap the moment someone below that line signs anyway. The Board Approval Tracker checks both categories against the same Delegation of Authority Matrix rather than treating one as governance and the other as an operations detail.
Is Delaware's safe harbor the only route to a protected transaction?
No. The policy states three routes: disinterested-director approval, disinterested-stockholder approval, or a documented fairness finding independent of either vote. A company can use whichever fits the transaction, and the Board Approval Tracker records which one, if any, a given row actually has on file.