CS (Company Secretary) Governance, Risk Management, Compliance and Ethics Syllabus

Governance, Risk Management, Compliance and Ethics syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Governance, Risk Management, Compliance and Ethics in CS (Company Secretary), not a summary of it.

1. 1

   Enterprise Governance and Sustainability

   3 topics

   • Governance Frameworks
     • Models and theories of governance
     • Governance in PSUs and family businesses
   • Sustainability and ESG
     • Business Responsibility and Sustainability Reporting
     • ESG frameworks and integrated reporting
   • Stakeholder Governance
     • Stakeholder engagement
     • Investor relations and activism
2. 2

   Risk Management

   3 topics

   • Risk Concepts and Framework
     • Risk identification and classification
     • Enterprise Risk Management framework
   • Risk Assessment and Mitigation
     • Risk evaluation techniques
     • Risk response and monitoring
   • Internal Controls
     • Internal control systems
     • Fraud risk and forensic basics
3. 3

   Compliance Management and Reporting

   3 topics

   • Compliance Frameworks
     • Regulatory compliance landscape
     • Compliance risk assessment
   • Governance Reporting
     • Corporate governance report
     • Annual report disclosures
   • Compliance Technology
     • RegTech and compliance automation
     • Compliance dashboards and monitoring
4. 4

   Ethics and Professional Conduct

   3 topics

   • Business Ethics
     • Ethical theories and dilemmas
     • Whistle-blowing and vigil mechanism
   • Professional Standards
     • ICSI Code of Conduct
     • CS Act and disciplinary mechanism
   • Anti-Corruption and Integrity
     • Prevention of Corruption Act overview
     • Corporate integrity and culture

Governance, Risk Management, Compliance and Ethics flashcards for CS (Company Secretary)

24 of 52 cards from the Governance, Risk Management, Compliance and Ethics deck — real questions with worked answers.

1. What is corporate governance?

   The system of rules, practices and processes by which a company is directed and controlled, balancing the interests of stakeholders such as shareholders, management, customers, suppliers, financiers, government and the community.

2. In India, which committee report is regarded as the foundation of corporate governance reforms?

   The Kumar Mangalam Birla Committee Report (1999), constituted by SEBI, which led to the introduction of Clause 49 of the Listing Agreement.

3. What is the 'comply or explain' approach in governance frameworks?

   A regulatory approach where companies must either comply with governance code provisions or publicly explain why they have not, allowing flexibility while ensuring transparency.

4. Name the two broad models of corporate governance.

   The Anglo-American (shareholder/outsider) model focused on shareholder primacy, and the Continental/German-Japanese (stakeholder/insider) model emphasising broader stakeholder interests.

5. Which Indian law primarily governs corporate governance for companies?

   The Companies Act, 2013, supplemented by SEBI (LODR) Regulations, 2015 for listed companies.

6. What does the OECD define as the four pillars/principles of good corporate governance?

   Transparency, Accountability, Fairness (equitable treatment of shareholders), and Responsibility/Independence.

7. What is ESG?

   Environmental, Social and Governance - a framework of non-financial criteria used to assess a company's sustainability, ethical impact and risk management.

8. In India, which report must the top listed companies file on ESG, and which entities are covered?

   The Business Responsibility and Sustainability Report (BRSR), mandatory for the top 1,000 listed companies by market capitalisation under SEBI LODR.

9. What are the three pillars of sustainable development (Triple Bottom Line)?

   People (social), Planet (environmental), and Profit (economic) - often summarised as the 'three Ps'.

10. What is the difference between ESG and CSR?

    CSR is a company's voluntary/mandated contribution to social good (philanthropy/community), while ESG is a measurable framework integrating environmental, social and governance factors into business strategy and investor decision-making.

11. Under the Companies Act 2013, which companies must spend on CSR and how much?

    Companies with net worth >=Rs.500 crore, or turnover >=Rs.1,000 crore, or net profit >=Rs.5 crore must spend at least 2% of average net profits of the preceding three financial years (Section 135).

12. What are 'Scope 1, 2 and 3' emissions in ESG reporting?

    Scope 1 = direct emissions from owned/controlled sources; Scope 2 = indirect emissions from purchased energy; Scope 3 = all other indirect emissions in the value chain (suppliers, product use, travel).

13. What is greenwashing?

    Making misleading or unsubstantiated claims about the environmental benefits of a product, service or company to appear more sustainable than it actually is.

14. What is stakeholder theory?

    The view that a company should create value for all its stakeholders (employees, customers, suppliers, community, environment), not just shareholders.

15. What is the difference between a primary and a secondary stakeholder?

    Primary stakeholders have a direct, contractual/transactional relationship essential to survival (shareholders, employees, customers, suppliers); secondary stakeholders influence or are affected indirectly (media, communities, NGOs, government).

16. What is stakeholder mapping using the Mendelow Matrix?

    A tool classifying stakeholders by Power and Interest into four quadrants: Manage Closely (high/high), Keep Satisfied (high power/low interest), Keep Informed (low power/high interest), Monitor (low/low).

17. Under SEBI LODR, what is the Stakeholders Relationship Committee responsible for?

    Resolving the grievances of security holders (shareholders, debenture holders, deposit holders), including complaints on transfer/transmission, non-receipt of dividends, annual reports, etc.

18. What is 'shareholder activism'?

    Efforts by shareholders to influence a corporation's behaviour by exercising their rights as owners - through voting, resolutions, engagement or proxy battles.

19. Define 'risk' in a governance context.

    The effect of uncertainty on objectives - it can be a deviation from expected outcomes, either positive (opportunity) or negative (threat).

20. What is the difference between inherent risk and residual risk?

    Inherent risk is the level of risk before any controls/mitigation are applied; residual risk is the risk remaining after controls have been implemented.

21. Name the components of the COSO Enterprise Risk Management (ERM) 2017 framework.

    Five components: Governance & Culture; Strategy & Objective-Setting; Performance; Review & Revision; and Information, Communication & Reporting.

22. What is 'risk appetite'?

    The amount and type of risk an organisation is willing to accept in pursuit of its strategic objectives.

23. What is the difference between risk appetite and risk tolerance?

    Risk appetite is the broad level of risk an organisation is willing to take to meet objectives; risk tolerance is the acceptable variation/deviation around specific objectives or limits.

24. What are the main categories of business risk?

    Strategic, Operational, Financial, Compliance/Regulatory, and Reputational risks (sometimes including hazard and technological risks).

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