| Corporate governance | System of internal controls and procedures by which companies are managed |
| Principal-agent relationship | When a principal hires an agent to act on their behalf |
| Agency costs | Incremental costs from conflicts of interest between principal and agent |
| Information asymmetry | Managers have more information than shareholders about the firm |
| Empire building | Managers pursuing excessive growth (e.g., M&A) for personal benefit |
| Entrenchment | Management choosing lower risk to protect their positions |
| Self-dealing | Managers exploiting firm resources for personal gain |
| Controlling shareholder | Shareholder(s) with sufficient voting power to control company decisions |
| Dual-class shares | Multiple share classes with different voting rights |
| AGM | Annual General Meeting — yearly shareholder meeting for voting |
| EGM | Extraordinary General Meeting — special meeting for urgent resolutions |
| Proxy voting | Authorizing another party to vote on your behalf |
| Shareholder activism | Strategies to compel corporate action (proxy fights, proposals) |
| Proxy contest | Attempt to gain board control by persuading shareholders to vote for your candidates |
| Tender offer | Offer to buy shares directly from shareholders to gain control |
| Hostile takeover | Acquisition attempt without consent of target management |
| Poison pill | Shareholder rights plan to dilute hostile acquirer’s stake |
| Staggered board | Only a fraction of directors elected each year — anti-takeover measure |
| Indenture | Legal contract describing bond structure and bondholder rights |
| Covenant | Bond term requiring or restricting certain company actions |
| Comply or explain | Governance approach where companies follow codes or explain deviations |
| Audit committee | Board committee overseeing financial reporting and internal controls |
| Nominating committee | Board committee responsible for director selection |
| Compensation committee | Board committee setting director and executive remuneration |