Governance, Risk Management, Compliances and Ethics video classes and syllabus

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Objective
Part-I : To develop skills of high order so as to provide thorough knowledge and
insight into the corporate governance framework, best governance
practices.
Part–II : To develop skills of high order so as to provide thorough knowledge and
insight into the spectrum of risks faced by businesses.
Part-III : To develop the ability to devise and implement adequate and effective
systems to ensure compliance of all applicable laws.
Part-IV : To acquire knowledge of ethics in business and framework for corporate
sustainability reporting.
Detailed Contents
Part I : Governance (50 Marks)
1. Conceptual Framework of Corporate Governance : Introduction, Need and Scope,
Evolution of Corporate Governance, Management vs. Ownership, Majority vs
Minority, Corporate Governance codes in major jurisdictions, Sarbanes Oxley Act,
US Securities and Exchange Commission; OECD Principles of Corporate Governance;
Developments in India, Corporate Governance in Indian Ethos, Corporate
Governance – Contemporary Developments.
2. Legislative Framework of Corporate Governance in India : Listed Companies,
Unlisted Companies, PSUs, Banks and Insurance Companies.
3. Board Effectiveness: Composition and Structure, Duties and Liabilities, Evolution
of Jurisprudence, Diversity in Board Room, Women Director, Nominee Directors;
Selection and Appointment Process, Independent Directors: expectations, liabilities
and their role, code of conduct, responsibilities and effectiveness.
4. Board Processes through Secretarial Standards.
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5. Board Committees: Composition & Terms of Reference, Roles and Responsibilities.
6. Corporate Policies & Disclosures : Various policies and disclosures to be made as
per regulatory requirements / voluntarily made as part of good governance.
7. Directors’ Training, Development and familiarization.
8. Performance Evaluation of Board and Management: Evaluation of the
performance of the Board as a whole, individual directors (including
independent directors and Chairperson), various Committees of the Board and of
the management.
9. Role of promoter/controlling shareholder, redressal against Oppression and
Mismanagement.
10. Monitoring of group entities and subsidiaries.
11. Accounting and Audit related issues.
12. Related Party Transactions.
13. Vigil Mechanism/Whistle blower.
14. Corporate Governance and Shareholders’ Rights.
15. Corporate Governance and other Stakeholders: Employees, Customers, Lenders,
Vendors, Government and Regulators, Society, etc.
16. Governance and Compliance Risk : Governance/Compliance failure and their
impact on business, reputation and fund raising.
17. Corporate Governance Forums.
18. Parameters of Better Governed Companies: ICSI National Award for Excellence
in Corporate Governance.
19. Dealing with Investor Associations, Proxy Services Firms and Institutional
Investors.
20. Family Enterprise and Corporate Governance.
Case Laws, Case Studies & Practical Aspects.
Part II : Risk Management (20 Marks)
21. Risk Identification, Mitigation and Audit : Risk Identification, Risk Analysis, Risk
Measurement, Risk Mitigation, Risk Elimination, Risk Management Committee,
Clarification and Investigation, Role of Internal Audit, Risk Audit, Risk Related
Disclosures.
Case Studies & Practical Aspects.
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Part III : Compliance (20 Marks)
22. Compliance Management : Essentials of successful compliance program,
Significance of Compliance, devising proper systems to ensure compliance, ensuring
adequacy and effectiveness of compliance system, internal compliance reporting
mechanisms, use of technology for compliance management.
23. Internal Control : Nature, Scope and Elements, Techniques of Internal Control
System, Steps for Internal Control, Efficacy of internal controls and its review.
24. Reporting : Integrated Reporting, Non-financial Reporting, Corporate Sustainability
Reporting, Board Reporting, Annual Report, Other Reports under LODR, PIT, SAST
Regulations.
25. Website Management : Meeting through Video Conferencing.
Case Studies & Practical Aspects.
Part IV: Ethics & Sustainability (10 Marks)
26. Ethics & Business : Ethics, Business Ethics, Organization Structure and Ethics,
Addressing Ethical Dilemmas, Code of Ethics, Indian Ethos, Designing Code of
Conduct, Policies, Fair practices and frameworks.
27. Sustainability : Corporate Social Responsibility, Corporate Sustainability Reporting
Framework, Legal Framework, Conventions, Treaties on Environmental and Social
Aspects, Triple Bottom Line, Principle of Absolute Liability – Case Studies,
Contemporary Developments, Indian Ethos.
28. Models / Approaches to measure Business Sustainability : Altman Z-Score
Model, Risk Adjusted Return on Capital, Economic Value Added (EVA), Market Value
Added (MVA), Sustainable Value Added Approach.
29. Indian and contemporary Laws relating to Anti-bribery : Prevention of
corruption Act,1988, Central Vigilance Commission Act, 2003, Lokpal & Lokayukta
Act, 2013, Foreign Corrupt Practices Act, 1977, Unlawful Activities (Prevention) Act,
1967 & Delhi Special Police Establishment Act, 1946; ICSI Anti Bribery Code.
Case Studies & Practical Aspects.

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