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Executive Certificate Course in Corporate Governance for Directors and CXOs
Duration - 3 Month, 8-10 hours/week
Course fee: - INR 66000
This course is recognized by the National Skill Development Corporation, a PPP under the Ministry of Skill Development and Entrepreneurship of the Government of India. You will receive a certificate cobranded by NSDC and Skill India on successful completion.
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.
Training Methodology
Online 24/7 access
Access to basic study material through an online learning management system, Android and iOS app
Hard Copy Study Material
Hard copy study material modules to be couriered to your address
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
Certification
This course is recognized by the National Skill Development Corporation, a PPP under the Ministry of Skill Development and Entrepreneurship of the Government of India. You will receive a certificate cobranded by NSDC and Skill India on successful completion.
This is how the certificate from NSDC and Skill India will look as per the current applicable format (may change as per the approval authorities):
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
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
Standard
₹ 66000
incl. of all charges
Printed study material (by courier)
1 online live class/ week (12 weeks)
2 practical or drafting exercises per week (12 weeks)
Get digital access to entire study material
Access on LMS, Android & iOS app
Instructor feedback on assignments
Doubt clearing on Discord, LMS & classes
Instructor-led course with online live classes
Online exams (give exams as per your convenience on given time slots)
Certificate (by courier)
Access to updated content online for 3 years
Doubt clearing within 24 hours
