Module 1 - Foundations of Corporate Governance 

The conceptual bedrock every governance professional must master before anything else — definitions, principles, models, and why governance matters.

1.1 What is Corporate Governance: Definitions, Evolution and Purpose

• OECD 2023 revised definition; Cadbury Report (1992); Confederation of Indian Industry (CII) Desirable Code 1998; governance as a system of rules, practices, and processes.

1.2 Core Principles: Transparency, Accountability, Fairness, Responsibility and Stewardship

• OECD six pillars; ICSI principles; how principles translate into board-level obligations.

1.3 Global Corporate Governance Models

• Anglo-Saxon shareholder model (US/UK); Continental European/Rhine model; Keiretsu and Chaebol (Japan/Korea); South Asian and Indian promoter-led model. Convergence vs. divergence debate.

1.4 Agency Theory, Principal-Agent Problem and Governance Solutions

• Jensen & Meckling (1976); separation of ownership and control; incentive alignment mechanisms; managerial entrenchment.

1.5 Governance vs. Management: Roles, Boundaries and the Oversight Mandate

• Distinction between governing and managing; "nose in, fingers out" principle; escalation frameworks.

1.6 Corporate Purpose, Stakeholder Capitalism and Long-Term Value

• Business Roundtable Statement 2019; B Corp movement; shift from shareholder primacy; Freeman's stakeholder theory updated.

1.7 Governance Failures and Systemic Lessons

• Case studies: Enron, WorldCom, Satyam (India 2009), IL&FS (India 2018), Wirecard; failure pattern analysis; governance reforms triggered by crises.

Module 2 - Legal and Regulatory Framework - India 

2.1 Companies Act 2013: Governance Architecture and Key Provisions

• Board composition (Sec 149); independent directors; audit committee (Sec 177); NRC (Sec 178); RPTs (Sec 188); CSR (Sec 135); 2020/2023 decriminalisation amendments.

2.2 SEBI LODR Regulations 2015 and Amendments (2018–2024)

• Regulation 17 (board composition); Reg 18-21 (committees); Reg 23 (RPTs); Reg 34 (annual report); December 2024 amendment: full-time compliance officer as KMP; chairman-CEO separation (top 100 cos); director re-approval every 5 years.

2.3 MCA Voluntary Guidelines and Secretarial Standards (ICSI)

• MCA guidelines on board meetings, CSR, remuneration; SS-1 (Board Meetings) and SS-2 (General Meetings) issued by ICSI; compliance and reporting obligations.

2.4 India's Regulatory Ecosystem: MCA, SEBI, RBI, IEPF, NCLT, SFIO

• Roles, jurisdiction, enforcement; NCLT/NCLAT governance proceedings; SFIO investigations; SEBI SAT appeals; adjudication mechanisms.

2.5 Insolvency and Bankruptcy Code (IBC) 2016: Governance Implications

• IRP and RP governance during CIRP; Section 29A bar on promoters; committee of creditors; value maximisation in distress.

2.6 SEBI's Governance Mandates: RPT Framework (2021) and Stewardship Code (2020)

• Material RPT thresholds; omnibus approval; SEBI Stewardship Code for mutual funds and AIFs; engagement obligations.

2.7 Comparative Regulatory Frameworks: SOX, UK Corporate Governance Code, EU CSRD

• Sarbanes-Oxley 2002; UK Corporate Governance Code 2024; Dodd-Frank say-on-pay; EU CSRD/ESRS (2024); convergence with Indian frameworks.

2.8 Penalties, Enforcement and Director Disqualification

• Director disqualification under Sec 164 Companies Act; SEBI adjudication; SAT appeals; criminal liability; DIN deactivation.

Module 3 - Board Composition and Directors' Responsibilities

3.1 Role and Responsibilities of the Board of Directors

• Strategic oversight; CEO oversight; risk oversight; succession planning; culture-setting; board's fiduciary role.

3.2 Types of Directors: Executive, Non-Executive, Independent, and Nominee

• Definitions under Companies Act 2013; LODR independence criteria; nominee directors (lenders, PE investors); women directors mandate.

3.3 Director Independence: Tests, Criteria and Declaration

• Sec 149(6) Companies Act; SEBI LODR Reg 16; enhanced independence criteria (LODR 2024); cooling-off periods; independence declarations.

3.4 Directors' Duties: Fiduciary Obligations, Duty of Care and Business Judgment Rule

• Common law duties of care and loyalty; statutory duties under the Companies Act; business judgment rule in India and globally; breach consequences.

3.5 Appointment, Tenure, Rotation and Removal of Directors

• NRC role; director rotation (5-year independent director terms); re-appointment special resolution; SEBI 2024: shareholder approval every 5 years; board succession planning.

3.6 Board Diversity: Gender, Skills, Experience and Thought Diversity

• Mandatory women director (Companies Act); skills matrix; cognitive diversity; diversity disclosure in annual reports; India Board Report 2024 findings.

3.7 One-Tier vs. Two-Tier Board Systems: Global Comparison

• UK/US unitary board; German supervisory/management board; French hybrid; implications for director accountability.

3.8 Director Liability, D&O Insurance and Indemnification

• Civil and criminal liability; SEC/SEBI enforcement; D&O policy scope; indemnification under Articles; personal liability for governance failures.

3.9 Board Induction, Ongoing Development and Director Effectiveness

• Onboarding best practices; continuous professional development; access to management and advisors; information rights.     

Module 4 - Governance Architecture, Committees and Board Functioning

4.1 Governance Architecture: Structures, Frameworks and the Governance Handbook

• Board charter; delegation of authority matrix; governance policies (RPT, materiality, whistle blower); governance handbook design.

4.2 Board Meeting Processes: Agenda, Notice, Quorum, Minutes and Resolutions

• SS-1 requirements; notice periods; resolution by circulation; board papers quality; meeting frequency; information flow to the board.

4.3 Separation of Chairman and MD/CEO: Roles and Best Practice

• SEBI LODR 2024 mandate for top 100 listed entities; rationale; Non-Executive Chairman best practices; combined role risks.

4.4 Board Committees: Audit, Nomination & Remuneration, Risk, Stakeholder Relationship

• Legal mandates; composition rules; terms of reference; committee reporting to the board; interaction between committees; CSR Committee.

4.5 Company Secretary: Role, Duties and Governance Custodian

• KMP status; governance advisory role; compliance calendar; secretarial standards; interface with board and regulators.

4.6 Board Dynamics: Decision-Making, Groupthink and Independent Challenge

• Board room psychology; dissent and challenge; board-management relationships; information asymmetry; groupthink mitigation.

4.7 Board Evaluation: Frameworks, Process and Best Practice

• Internal vs external evaluation; peer evaluation; CEO evaluation; SEBI/CGI frameworks; AI tools for board evaluation; action planning from findings.

4.8 CEO Succession Planning and Leadership Pipeline

• Board's succession role; emergency succession; succession criteria; NRC oversight; building internal pipeline vs. external search. 

Module  5 - Shareholders, Stakeholders and Engagement

5.1 Shareholder Rights: Voting, Information Rights and Protections

• Ordinary vs. special resolutions; e-voting; postal ballot; NCLT remedies for oppression and mismanagement; class action provisions.

5.2 Institutional Investors and Stewardship Obligations

• SEBI Stewardship Code 2020; engagement expectations; disclosure of voting policies; engagement escalation; responsible investment frameworks.

5.3 Proxy Advisory Firms: Role, Influence and Criticism

• ISS, Glass Lewis (global); InGovern, IiAS (India); advisory vs. binding recommendations; SEBI proxy advisor regulation 2014; engagement with proxy firms.

5.4 Shareholder Activism and Engagement Strategies

• Activist campaigns; hostile vs. collaborative engagement; board responses; poison pills; settlement frameworks; India activism trend.

5.5 Related Party Transactions: Governance, Approval and Disclosure

• Sec 188 Companies Act; SEBI RPT Regulations 2021 (enhanced); materiality thresholds; omnibus approval; audit committee oversight; Ind AS 24 disclosure.

5.6 Minority Shareholder Protection and Conflict of Interest

• Promoter-minority tensions in India; NCLT remedies; SEBI takeover code; tunnelling risks; governance safeguards.

5.7 Annual General Meeting: Requirements, Conduct and Shareholder Democracy

• Notice, agenda and resolutions; e-AGM; e-voting; extraordinary general meetings; shareholder Q&A rights; NCLT convened meetings.

Module 6 - Audit, Financial Oversight and Internal Controls

6.1 Audit Committee: Mandate, Composition and Functioning

• Companies Act Sec 177; LODR Reg 18; enhanced scope post-2024 amendments; oversight of financial reporting, internal controls and RPTs; interaction with auditors.

6.2 External Auditors: Appointment, Independence, Rotation and Oversight

• Auditor rotation (5-year rule India); NFRA oversight; PCAOB (US); auditor independence safeguards; audit quality indicators; audit committee-auditor interface.

6.3 NFRA: India's National Financial Reporting Authority

• NFRA's role in audit regulation; inspection regime; enforcement actions; quality review; comparison with PCAOB.

6.4 Internal Audit and the Three Lines of Defence Model

• IIA standards; three lines model (management, risk/compliance, internal audit); internal audit charter; board/audit committee oversight of internal audit.

6.5 Financial Reporting: Reading Financial Statements from a Board Perspective

• Balance sheet, P&L, cash flow analysis for directors; key ratios; Ind AS vs IFRS; understanding going concern opinions and qualifications.

6.6 Internal Controls: COSO Framework and ICFR (Internal Control over Financial Reporting)

• COSO 2013 internal control framework; CEO/CFO certification under LODR; management's assessment; audit committee oversight.

6.7 Secretarial Audit: Scope, Reporting and Form MR-3

• Mandatory secretarial audit for listed and large unlisted companies; ICSI PCS role; form MR-3; secretarial compliance report; applicability post-2025.

6.8 Fraud Detection, Prevention and Whistleblower Governance

• Fraud risk governance; audit committee's role in fraud investigations; SFIO referrals; audit trail requirements; vigil mechanism (Sec 177(9)).

Module 7 - Executive Compensation and Remuneration Governance

7.1 Principles of Executive Remuneration

• Pay-for-performance philosophy; remuneration philosophy vs. remuneration policy; role of the NRC; transparency and disclosure requirements.

7.2 Components: Fixed Pay, Variable Bonus, ESOPs, LTIPs and Restricted Stock

• SEBI ESOP Regulations; incentive design; vesting schedules; dilution caps; tax implications; Companies Act Sec 197 managerial remuneration limits.

7.3 Say-on-Pay, Shareholder Voting and Special Resolutions

• Advisory vs binding say-on-pay; India special resolution for managerial remuneration; shareholder engagement on pay; when boards override shareholder views.

7.4 CEO Pay Ratio, Pay Equity and Clawback Provisions

• CEO-median worker pay ratio disclosure; pay equity as ESG metric; malus and clawback (SEC Rule 10D-1 2023; India practice).

7.5 ESG-Linked Compensation and Long-Term Incentive Design

• Linking executive pay to ESG KPIs; climate targets; DE&I metrics in pay; risks of greenwashing through pay.

7.6 Benchmarking, Compensation Consultants and Governance Best Practice

• Peer group selection; role of independent compensation advisors; conflicts of interest in pay advice; disclosure in annual reports.

Module 8 - Risk Governance and Enterprise Risk Management

8.1 Board's Role in Risk Oversight vs. Management's Role in Risk Management

• Governance vs. management distinction applied to risk; board's oversight mandate; risk committee vs. management risk function.

8.2 Enterprise Risk Management: COSO ERM 2017 Framework

• Five ERM components; risk culture; risk appetite statement; integration with strategy; ERM reporting to the board.

8.3 Risk Appetite, Risk Tolerance and Risk Policy

• Defining and documenting risk appetite; qualitative vs. quantitative statements; board approval; monitoring against appetite.

8.4 Cybersecurity Risk Governance

• Board cyber literacy; CERT-In Regulations 2022; DPDP Act 2023 obligations; incident reporting (6-hour rule); cyber risk in board reporting; NIST Cybersecurity Framework.

8.5 Climate and Environmental Risk Governance

• TCFD framework; physical risk vs. transition risk; net-zero commitments; RBI climate risk framework for regulated entities; scenario analysis at board level.

8.6 Third-Party, Vendor and Supply Chain Risk

• Outsourcing risk governance; SEBI guidelines on outsourcing; due diligence frameworks; supply chain ESG risk; vendor concentration risk.

8.7 Geopolitical, Regulatory and Emerging Market Risk

• Geopolitical risk for Indian corporates; regulatory risk in India; macro risks and board scenario planning; FX and commodity risk governance.

8.8 Crisis Management, Reputation Risk and Business Continuity

• Board's role in crisis; communication governance; BCP/DR oversight; stakeholder communication in crisis; reputational recovery.

Module 9 - Corporate Social Responsibility (CSR)

9.1 Evolution of CSR: Carroll's Pyramid to Strategic CSR

• History of CSR; philanthropy to strategic integration; CSV (creating shared value — Porter & Kramer); stakeholder engagement in CSR design.

9.2 Mandatory CSR in India: Companies Act 2013, Section 135

• Applicability thresholds; 2% net profit calculation; Schedule VII permitted activities; unspent CSR account; 2021 amendments (unspent fund escrow, impact assessment).

9.3 CSR Committee: Composition, Policy, Monitoring and Reporting

• CSR committee under Sec 135; CSR policy content; annual CSR report (Form CSR-2); board approval; implementing agencies and due diligence.

9.4 UN Sustainable Development Goals (SDGs) and Corporate Alignment

• SDG mapping to corporate activities; SDG-linked KPIs; SDG reporting in annual reports; India's VNR commitments.

9.5 Social Impact Measurement and CSR Effectiveness

• Impact assessment (mandatory for CSR ≥ ₹1 Cr in India); logic models; SROI; beneficiary feedback; outcome vs. output measurement.

9.6 Criticisms of CSR and the Greenwashing Risk

• CSR as PR exercise; measurement challenges; greenwashing in CSR claims; accountability mechanisms; SEBI enforcement on misleading sustainability claims.

Module 10 - ESG - Environmental, Social and Governance

10.1 ESG Framework: Three Pillars, Concepts and Board Oversight

• E (climate, biodiversity, resource use); S (labour, human rights, DE&I, supply chain); G (board composition, transparency, accountability); board ESG oversight structures.

10.2 ESG Reporting Standards: GRI, SASB, TCFD and IFRS S1/S2 (2023)

• GRI Universal Standards 2021; SASB industry standards; TCFD climate disclosures; IFRS S1 (general sustainability) and S2 (climate) — effective 2024; ISSB global baseline.

10.3 Business Responsibility and Sustainability Reporting (BRSR) — India

• SEBI BRSR mandate for top 1,000 listed companies; BRSR Core (assured); 9 NVG principles; BRSR Leadership indicators; supply chain BRSR from 2025.

10.4 EU Corporate Sustainability Reporting Directive (CSRD) and ESRS

• CSRD scope and applicability; ESRS standards; double materiality assessment; impact on Indian subsidiaries of EU companies; EU Green Deal context.

10.5 ESG Ratings, Indices and Institutional Investor Expectations

• MSCI ESG ratings; Sustainalytics; DJSI; ISS ESG; Bloomberg ESG data; S&P BSE 100 ESG Index; how ratings influence investment and cost of capital.

10.6 Materiality Assessment: Single vs. Double Materiality

• GRI approach (impact materiality); TCFD/IFRS (financial materiality); CSRD (double materiality); how boards use materiality to prioritise ESG disclosures.

10.7 Stewardship Codes and Institutional Investor ESG Obligations

• SEBI Stewardship Code 2020; UK Stewardship Code 2020; PRI (Principles for Responsible Investment); active ownership and voting on ESG resolutions.

10.8 Greenwashing, Governance-Washing and Accountability

• Regulatory crackdowns on greenwashing (SEC, SEBI, EU); transition plan credibility; accountability mechanisms; board liability for misleading ESG claims.

Module 11 - Digital Governance, AI and Technology Oversight

11.1 Board Oversight of Digital Transformation

• Board's role vs. management's execution; digital fluency for directors; technology committees; NACD cyber/AI framework; Cambridge governance guidance.

11.2 AI Governance: Principles, Frameworks and Board Accountability

• EU AI Act 2024 (risk-based classification); NITI Aayog responsible AI principles; board oversight of AI deployment; algorithmic bias; ethical AI frameworks.

11.3 Digital Personal Data Protection Act 2023 (DPDP) — India

• DPDP Act scope and obligations; data fiduciary responsibilities; consent framework; data localisation; board compliance oversight; penalty framework.

11.4 Cybersecurity Governance: Frameworks and Director Responsibilities

• CERT-In Regulations 2022 (6-hour incident reporting); NIST Cybersecurity Framework; ISO 27001; cyber risk in board reporting; board cyber literacy self-assessment.

11.5 Fintech Governance: Digital Payments, Neo-Banks and Crypto Oversight

• RBI digital lending guidelines; SEBI crowdfunding regulations; VASP governance; UPI ecosystem governance; fintech risk frameworks for boards.

11.6 Third-Party Technology Vendor Governance

• Technology outsourcing risk; SLA governance; cloud risk (RBI cloud framework); concentration risk in IT vendors; contractual governance mechanisms.

11.7 Technology in Governance: Board Portals, AI Tools and Governance Analytics

• Secure board portals; AI-assisted board evaluation; regulatory intelligence tools; real-time ESG data for boards; governance technology landscape.

Module 12 - Ethics, Culture and Governance of Conduct

12.1 Business Ethics and the Ethical Governance Framework

• Ethical leadership models; stakeholder ethics vs. shareholder ethics; ethics codes; embedding ethics in governance processes; tone at the top.

12.2 Corporate Culture: Board's Role in Setting, Monitoring and Shifting Culture

• Culture as risk and asset; board culture indicators (CGI framework); aligning board and organisational culture; cultural assessment tools.

12.3 Code of Conduct, Insider Trading Policy and Ethics Policies

• SEBI PIT Regulations 2015; model code of conduct; insider trading surveillance; trading windows; code of conduct for board and KMPs.

12.4 Anti-Bribery and Anti-Corruption (ABAC) Governance

• Prevention of Corruption Act 1988; FCPA (US); UK Bribery Act; board oversight of anti-bribery policies; gifts, entertainment and third-party risk.

12.5 Whistleblower Policy and Vigil Mechanism

• Sec 177(9) Companies Act; LODR whistleblower requirements; direct access to audit committee chairman; non-retaliation principle; case management.

12.6 Conflict of Interest Management

• Director conflict of interest declaration; board conflict management protocols; recusal procedures; audit committee oversight; related party conflict.

12.7 Prevention of Sexual Harassment (POSH) — Governance Obligations

• POSH Act 2013 obligations; ICC composition and independence; board oversight; annual report disclosures; liability for non-compliance.

Module 13 - Governance in Special Contexts

13.1 Governance of Subsidiaries, Groups and Holding Companies

• Holding-subsidiary governance structures; board oversight of unlisted subsidiaries; intragroup transactions; nominee directors; group audit; tunnelling risks.

13.2 Family Business Governance

• Family council and family constitution; separating family from business governance; professionalising family boards; succession in promoter families; IFC family business governance framework.

13.3 Public Sector Enterprise (PSE) Governance

• DPE Guidelines on CPSEs; government nominee directors; Navratna/Miniratna autonomy; PSE board composition challenges; interface with MCA and administrative ministries.

13.4 Startup, Private Company and PE-Backed Governance

• Governance at different growth stages; board structure in startups; investor protective rights; information covenants; IPO readiness and governance uplift.

13.5 Non-Profit, Section 8 Company and Social Enterprise Governance

• FCRA compliance; Section 8 company governance; trustee duties; donor accountability; impact reporting; social enterprise governance challenges.

13.6 Cross-Border and Multinational Governance

• Governance of Indian subsidiaries of multinationals; FEMA/FDI governance implications; navigating conflicting jurisdictions; OECD Guidelines for MNEs.

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