What is unique about this course?

This course is an introductory course focussing on corporate governance for Independent Directors.
Apart from practical lessons, you will have access to numerous templates.
You will learn through our unique teaching methodology, comprising classes, exercises and in-line feedback on your submissions. You will have 1 weekly class of 1 - 1.5 hours and perform 2 exercises in each class. In a week, you will acquire 2 skills.
Any doubt regarding a topic shall be addressed within 24 hours.
In the span of the course, you will need to perform 12 assignments (or 2 simulation exercises) relating to different contracts and contract-related letters, including the invocation of force majeure in light of the COVID-19 outbreak.
To pass the course, you must complete at least 50% of the assignments and attempt an MCQ test. The average study time required is about 1 hour per day, at your own place. If you miss a class, you can watch a recording.

Money-back guarantee

If you take this course, follow it diligently for a month, do all the exercises but still do not find value in it, or not able to understand or follow it or not find it good for any reason, we will refund the entire course fee to you. It is a 100% money-back guarantee with only one condition, you must pursue it properly for a month. If you don’t find it valuable after that, get your entire money back.

View Refund Policy

Training Methodology

Online 24/7 access

Access to basic study material through an online learning management system, Android and iOS app

Practical Exercises

2 practical exercises every week, followed by written feedback. There will be in class exercises, take home exercises, chapter wise MCQs and even some individual capstone projects

Live Online Classes

Based on the exercises, there will be a live video-based online class. You can ask questions, share your screen, get personal feedback in this class.

Convenient Class timings

Classes are held after regular work hours. Typically classes are kept on Sunday afternoon or 8-9 pm on other days.

Live Doubt Clearing

You can ask questions, get your doubt cleared live as well as through online forums

List of Weekly Exercises

Week 1: Preparation of Checklist for implementation of Corporate Governance in a startup
Week 2: Preparation of an Induction kit to improve Corporate Governance amidst the Board
Week 3: Devising Board evaluation technique to correct corporate governance problems
Week 4: Identifying suitable internal control systems for an organization to enhance corporate governance
Week 5: Reviewing/Formulating the key policies under Companies Act 2013 to ensure good governance
Week 6: Preparation of report/presentation on building “Vigil mechanism” in a company
Week 7: Preparation of checklist for “Compliance Risk Management Programme” as a part of collective governance and compliance discipline
Week 8: Preparation of Board Governance Guidelines/Masterkey for an organization
Week 9: Drafting and reviewing minutes of meetings, explanatory statements, board resolutions and internal policies for independent directors; Collecting information from MCA website and filing compliance forms.
Week 10: Preparation of employment agreements for CXOs and executive level employees.
Week 11: Drafting Directors report
Week 12: Drafting explanatory statements for appointment of independent and managing directors

Industry Academia Panel

CS GAURAV PINGLE

Practising CS, Author - Handbook on Securities Laws, RPTs, Virtual Meetings, Interests: Corporate Governance & FEMA

CS PALLAVI PARIHAR

Fellow Company Secretary. Academician

CS KALYANI SHIRODE

Company Secretary, Authored books for Taxmann Publications

Online Faculty

JAYANTIKA GANGULY

Lawyer. Writer. Sherlockian. Traveller. Dreamer. Life Coach.

KOMAL SHAH

Co-founder and Chief Knowledge Officer, SkillArbitrage, former in-house counsel and company secretary with over a decade of experience in securities, funds and capital markets

Note: This is an indicative list of our guest faculty members and not an exhaustive list. We may change the faculty members at any point based on availability.

Syllabus

CONCEPT AND FRAMEWORK OF CORPORATE GOVERNANCE

Meaning & Concept of Corporate Governance Elements of Corporate Governance How is Management different from Ownership How to implement corporate governance in a startup

BOARD EFFECTIVENESS, ETHICS AND GOVERNANCE

Business Organisation Structure Code of Conduct & Code of Ethics Governance and Board of Directors Board meetings - legal aspects Board meetings - best practices Checklists for Board meetings by video conferencing India Inc needs a two-tier board structure for effective corporate governance Shareholders meetings - legal and governance aspects Checklist for holding an annual general meeting Chairman’s scripts for Board and General Meetings Convening of meetings by video conferencing and postal ballot Dealing with a company - guide for third parties Board calendar Corporate governance and internal policies Internal reporting and escalation mechanisms Committee formation and governance Audit Committee Nomination and remuneration committee Stakeholders relationship committee How to manage contracts Managing litigations for and against a company Governance of foreign companies doing business in India Governance norms for government companies Governance of non-profit companies

HOW TO OBTAIN INFORMATION ABOUT A COMPANY

Securing information about a company from MCA website How to find out directors and registered office How to find out other directorships of directors How to extract MOA and AOA How to extract special resolutions How to extract return of share allotment post investment Charge-related filings and their relevance Annual financial statements How to convert XBRL statements into readable form Obtaining information from stock exchange & company website:

- Annual reports and annual financial statements
- Information to stock exchange under listing agreement
- Continuous disclosures
- Shareholding patterns
- Information about promoter pledges
- Information about non-disposal undertakings

DIRECTORS AND KEY MANAGERIAL PERSONNEL & THEIR LIABILITY

Appointment of directors Different types of directors - Executive, Non executive, Nominees, Independent directors Role and responsibilities of a Chairman Role and responsibilities of CEO. COO, CFO Independent directors Code for appointment of independent directors Role and responsibilities of Company Secretary Registers and records required to be maintained by Companies Managerial remuneration Drafting employment agreements for CXOs Draft minutes: First board meeting Draft minutes: Accounts approval meeting Draft resolutions Board and committee terms of reference Draft internal policies Registers Checklists for:

- Appointment of Directors,
- Appointment of CXOs,
- Draft resolutions
- Draft Managing Director / CXO appointment agreements

LIABILITY OF DIRECTORS

Liabilities of Directors and officers in default Directors and officers liability insurance Strategic insights from Cyrus Mistry’s exit Fraud and white collar crime: Criminal and other risks for directors Criminal Provisions and Directors\' Liability Under Regulatory Statutes MLM Business Structure and Direct Selling Guidelines - this will need to be updated

INTER-CORPORATE TRANSACTIONS AND RPTS

Related party transactions How to deal with conflicts of interest Holding and Subsidiary companies - Introduction Holding and Subsidiary Companies- Advanced Reading Transactions between holding and subsidiary entities Governance of joint ventures Inter-corporate transactions Issues related to related cross-border entities How to draft subsidiary governance manuals Checklist for entering into a related party transaction Draft resolutions for approval of related party transactions Noting of disclosure of interest in the minutes Draft subsidiary governance manual Draft legal entity management policy

CAPITAL MARKETS AND SHARE RELATED DEALINGS

Capital Markets in India Sources of Finance

- Rights Issue
- Private placement of shares
- Transfer of shares
- Buybacks

Creating incentives for employees

- ESOPs / Sweat Equity
- Role of clawback provisions

Issue of depositary receipts Insider Trading Dividend payout norms Bonus issues Checklists

- Draft resolutions:
- Issue and transfer of shares,
- Board and General Meeting Resolutions for Buyback
- Buyback of shares,
- Payment of dividend
- Draft explanatory statements
- Creation of ESOP / Sweat Equity scheme
- Draft ESOP scheme

SEBI REGULATIONS APPLICABLE TO LISTED ENTITIES

Governance in listed companies IPOs and regulation of listed companies How and When You Can List

- Performance Criteria
- Issue Size
- Pricing
- Securities that can be issued
- Treatment of outstanding convertibles and warrants before issue

Agreements to be executed for listing Minimum Public Shareholding Norms Listing Obligations and Disclosure Requirements (LODR) Regulations Independent Directors and Clause 49 of Listing Agreement Continuous Listing Requirements & Listing Agreement How to comply with Insider Trading Regulations Unfair Trade Practice Regulations Introduction to Takeover Code

- Open Offer Thresholds
- Takeover Process
- Exemptions
- Legal Work around takeover Code

How do employees gain from listing? Delisting regulations

ROLE OF AUDITORS AND CORPORATE FRAUD

Why should Independent Directors know about accounts and financial statements? Accounting and the law Corporate fraud: Punishment, detection and reporting Auditors: Appointment, role and removal Auditor independence Interface of the accounting standards with the Companies Act Specific sections of an annual report How to compound violations of Companies Act, SEBI Act and Regulations Powers of ROC, RD, SFIO, ED Important notifications and circulars Draft directors report Draft resolutions and forms for appointment of auditors

Course Plan

Above prices are inclusive of all applicable taxes and charges.

Standard

RS. 66000 incl. of all charges

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-1 online live class/ week

-2 practical or drafting exercises per week

-Get digital access to entire study material

Hardcopy study materials- available on additional charges.

-Access on LMS, Android & iOS app

-Instructor feedback on assignments

-Unlimited doubt clearing sessions.

-Instructor led course with online live classes

-Online exams (give exams as per your convenience on given time slots)

-Certificate (by courier)

-CV enhancement

-Coaching for professional networking

-Training for writing and publishing articles

-Internship & Job Support

-Interview preparation guidance

-Access to updated content online for 3 years

-Top students are recommended to law firms and companies (as applicable)

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Executive Certificate Course in Corporate Governance for Directors and CXOs

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