The purpose of this rule is to establish the procedures for filing, and the required content of, the corporate governance annual disclosure. The responsibilities center on paying attention, being good stewards and acting in the best interest of the organization.Board members are guardians of the. Ohio Revised Code 1701.56 requires that your corporation has at least one director. However, you can opt to have as many as you want. Vorys regularly advises public companies, as well as boards of directors and board committees, regarding the increasingly complex governance rules. The board of directors is the corporation's governing body. The purpose of the Committee is to (1) identify and select, or recommend for the Board's selection, qualified director nominees for each meeting of the. Under Ohio law, a corporation must have at least three directors, unless there are less than three shareholders.