Corporate Governance 2025

PUERTO RICO Law and Practice Contributed by: Fernando J Rovira-Rullán and Andrés I Ferriol-Alonso, Ferraiuoli LLC

of the corporation pursuant to the business judgement rule, directors are expected to fulfil their duties of care and loyalty, which encom - pass risk oversight and internal controls. This involves: • understanding and assessing the major risks the corporation faces; • ensuring that appropriate risk management and internal control systems are in place; and • periodically reviewing the effectiveness of these systems. Internal controls are systems, processes and policies designed to: • safeguard the corporation’s assets; • promote accurate financial reporting; and • ensure compliance with applicable laws and regulations.

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