Certified Corporate Governance Professional

Module 1 - Foundations of Corporate Governance 

• 1.1 What is Corporate Governance: Definitions, Evolution and Purpose
• 1.2 Core Principles: Transparency, Accountability, Fairness, Responsibility and Stewardship
• 1.3 Global Corporate Governance Models
• 1.4 Agency Theory, Principal-Agent Problem and Governance Solutions
• 1.5 Governance vs. Management: Roles, Boundaries and the Oversight Mandate
• 1.6 Corporate Purpose, Stakeholder Capitalism and Long-Term Value
• 1.7 Governance Failures and Systemic Lessons

Module 2 - Legal and Regulatory Framework - India 

• 2.1 Companies Act 2013: Governance Architecture and Key Provisions
• 2.2 SEBI LODR Regulations 2015 and Amendments (2018–2024)
• 2.3 MCA Voluntary Guidelines and Secretarial Standards (ICSI)
• 2.4 India's Regulatory Ecosystem: MCA, SEBI, RBI, IEPF, NCLT, SFIO
• 2.5 Insolvency and Bankruptcy Code (IBC) 2016: Governance Implications
• 2.6 SEBI's Governance Mandates: RPT Framework (2021) and Stewardship Code (2020)
• 2.7 Comparative Regulatory Frameworks: SOX, UK Corporate Governance Code, EU CSRD
• 2.8 Penalties, Enforcement and Director Disqualification

Module 3 - Board Composition and Directors' Responsibilities

• 3.1 Role and Responsibilities of the Board of Directors
• 3.2 Types of Directors: Executive, Non-Executive, Independent, and Nominee
• 3.3 Director Independence: Tests, Criteria and Declaration
• 3.4 Directors' Duties: Fiduciary Obligations, Duty of Care and Business Judgment Rule
• 3.5 Appointment, Tenure, Rotation and Removal of Directors
• 3.6 Board Diversity: Gender, Skills, Experience and Thought Diversity
• 3.7 One-Tier vs. Two-Tier Board Systems: Global Comparison
• 3.8 Director Liability, D&O Insurance and Indemnification
• 3.9 Board Induction, Ongoing Development and Director Effectiveness

Module 4 - Governance Architecture, Committees and Board Functioning

• 4.1 Governance Architecture: Structures, Frameworks and the Governance Handbook
• 4.2 Board Meeting Processes: Agenda, Notice, Quorum, Minutes and Resolutions
• 4.3 Separation of Chairman and MD/CEO: Roles and Best Practice
• 4.4 Board Committees: Audit, Nomination & Remuneration, Risk, Stakeholder Relationship
• 4.5 Company Secretary: Role, Duties and Governance Custodian
• 4.6 Board Dynamics: Decision-Making, Groupthink and Independent Challenge
• 4.7 Board Evaluation: Frameworks, Process and Best Practice
• 4.8 CEO Succession Planning and Leadership Pipeline

Module  5 - Shareholders, Stakeholders and Engagement

• 5.1 Shareholder Rights: Voting, Information Rights and Protections
• 5.2 Institutional Investors and Stewardship Obligations
• 5.3 Proxy Advisory Firms: Role, Influence and Criticism
• 5.4 Shareholder Activism and Engagement Strategies
• 5.5 Related Party Transactions: Governance, Approval and Disclosure
• 5.6 Minority Shareholder Protection and Conflict of Interest
• 5.7 Annual General Meeting: Requirements, Conduct and Shareholder Democracy

Module 6 - Audit, Financial Oversight and Internal Controls

• 6.1 Audit Committee: Mandate, Composition and Functioning
• 6.2 External Auditors: Appointment, Independence, Rotation and Oversight
• 6.3 NFRA: India's National Financial Reporting Authority
• 6.4 Internal Audit and the Three Lines of Defence Model
• 6.5 Financial Reporting: Reading Financial Statements from a Board Perspective
• 6.6 Internal Controls: COSO Framework and ICFR (Internal Control over Financial Reporting)
• 6.7 Secretarial Audit: Scope, Reporting and Form MR-3
• 6.8 Fraud Detection, Prevention and Whistleblower Governance

Module 7 - Executive Compensation and Remuneration Governance

• 7.1 Principles of Executive Remuneration
• 7.2 Components: Fixed Pay, Variable Bonus, ESOPs, LTIPs and Restricted Stock
• 7.3 Say-on-Pay, Shareholder Voting and Special Resolutions
• 7.4 CEO Pay Ratio, Pay Equity and Clawback Provisions
• 7.5 ESG-Linked Compensation and Long-Term Incentive Design
• 7.6 Benchmarking, Compensation Consultants and Governance Best Practice

Module 8 - Risk Governance and Enterprise Risk Management

• 8.1 Board's Role in Risk Oversight vs. Management's Role in Risk Management
• 8.2 Enterprise Risk Management: COSO ERM 2017 Framework
• 8.3 Risk Appetite, Risk Tolerance and Risk Policy
• 8.4 Cybersecurity Risk Governance
• 8.5 Climate and Environmental Risk Governance
• 8.6 Third-Party, Vendor and Supply Chain Risk
• 8.7 Geopolitical, Regulatory and Emerging Market Risk
• 8.8 Crisis Management, Reputation Risk and Business Continuity

Module 9 - Corporate Social Responsibility (CSR)

• 9.1 Evolution of CSR: Carroll's Pyramid to Strategic CSR
• 9.2 Mandatory CSR in India: Companies Act 2013, Section 135
• 9.3 CSR Committee: Composition, Policy, Monitoring and Reporting
• 9.4 UN Sustainable Development Goals (SDGs) and Corporate Alignment
• 9.5 Social Impact Measurement and CSR Effectiveness
• 9.6 Criticisms of CSR and the Greenwashing Risk

Module 10 - ESG - Environmental, Social and Governance

• 10.1 ESG Framework: Three Pillars, Concepts and Board Oversight
• 10.2 ESG Reporting Standards: GRI, SASB, TCFD and IFRS S1/S2 (2023)
• 10.3 Business Responsibility and Sustainability Reporting (BRSR) — India
• 10.4 EU Corporate Sustainability Reporting Directive (CSRD) and ESRS
• 10.5 ESG Ratings, Indices and Institutional Investor Expectations
• 10.6 Materiality Assessment: Single vs. Double Materiality
• 10.7 Stewardship Codes and Institutional Investor ESG Obligations
• 10.8 Greenwashing, Governance-Washing and Accountability

Module 11 - Digital Governance, AI and Technology Oversight

• 11.1 Board Oversight of Digital Transformation
• 11.2 AI Governance: Principles, Frameworks and Board Accountability
• 11.3 Digital Personal Data Protection Act 2023 (DPDP) — India
• 11.4 Cybersecurity Governance: Frameworks and Director Responsibilities
• 11.5 Fintech Governance: Digital Payments, Neo-Banks and Crypto Oversight
• 11.6 Third-Party Technology Vendor Governance
• 11.7 Technology in Governance: Board Portals, AI Tools and Governance Analytics

Module 12 - Ethics, Culture and Governance of Conduct

• 12.1 Business Ethics and the Ethical Governance Framework
• 12.2 Corporate Culture: Board's Role in Setting, Monitoring and Shifting Culture
• 12.3 Code of Conduct, Insider Trading Policy and Ethics Policies
• 12.4 Anti-Bribery and Anti-Corruption (ABAC) Governance
• 12.5 Whistleblower Policy and Vigil Mechanism
• 12.6 Conflict of Interest Management
• 12.7 Prevention of Sexual Harassment (POSH) — Governance Obligations

Module 13 - Governance in Special Contexts

• 13.1 Governance of Subsidiaries, Groups and Holding Companies
• 13.2 Family Business Governance
• 13.3 Public Sector Enterprise (PSE) Governance
• 13.4 Startup, Private Company and PE-Backed Governance
• 13.5 Non-Profit, Section 8 Company and Social Enterprise Governance
• 13.6 Cross-Border and Multinational Governance

Module 14 - Governance in Practice: Evaluation, Future Trends and Careers

http://www.vskills.in/certification/Corporate-Governance-Certification