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Pune

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Surat

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Jaipur

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Kochi

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Indore

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Ahmedabad

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Chennai

5.0

CS Professional Paper 1 — Governance, Risk Management, Compliances and Ethics

This is the flagship paper of CS Professional — it integrates everything a Company Secretary does at a strategic level. Governance, risk management, compliance, and ethics are not separate functions; they are the interconnected responsibilities of the CS professional as a corporate governance officer. This paper is 100 marks with both objective and descriptive components.

Corporate Governance

  • Evolution of corporate governance — Cadbury Report, Sarbanes-Oxley Act, G20/OECD Principles, India's journey from Clause 49 to SEBI LODR 2015
  • Agency theory and stewardship theory — Conflicting interests of shareholders and managers
  • Board effectiveness — Board composition, independent director role and effectiveness, board evaluation, succession planning
  • Board committees — Audit Committee, Nomination and Remuneration Committee, Risk Management Committee (mandatory for top 1,000 listed companies), CSR Committee, Stakeholder Relationship Committee
  • Institutional investors and shareholder activism — Proxy advisory firms, SEBI Stewardship Code
  • Corporate governance disclosures — Business Responsibility and Sustainability Report (BRSR), Integrated Reporting (IR framework)

Risk Management

  • Enterprise Risk Management (ERM) — COSO ERM framework 2017, risk appetite, risk universe
  • Risk identification and assessment — Risk register, heat map, qualitative and quantitative risk assessment
  • Risk response strategies — Avoid, accept, transfer, mitigate
  • Operational risk management — Business continuity, crisis management, supply chain risk
  • Cyber risk and data privacy — IT risk governance, CERT-In guidelines, PDPB (Personal Data Protection) implications

Compliance Management

  • Compliance framework design — Compliance policy, compliance calendar, annual compliance report
  • Secretarial Standards — SS-1 (Board Meetings), SS-2 (General Meetings) — mandatory compliance for Indian companies
  • Compliance monitoring — Internal audit, compliance audit, root cause analysis

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