Module-1: Companies Act, 2013 & Other Corporate laws: An Overview

This module will provide an overview of the important provisions of the Companies Act 2013 which deal with the ways companies are incorporated, how it is managed by the board and the manner in which the board interacts with their stakeholders. Key provisions of other corporate laws such as Insolvency and Bankruptcy Code, 2016 are also covered.

Module-2: The Board’s Legal Environment: Duties, Responsibilities & Liabilities of a Director

The module provides an essential understanding of the role, duties and legal responsibilities and liabilities of Directors and the working environment of a Board.

Module-3: Corporate Governance: Enhancing stakeholder value

Corporate Governance relates to structures, processes, systems and practices that are established by the company in the best interests of all stakeholders. This module deals with the principles and tenets of corporate governance, international codes, frameworks and practices and key requirements.

Module-4: Independent Directors: Improving Corporate credibility and Governance standards

This module covers the role, functions, rights, liabilities of Independent Directors who have become a very important part of the Boardroom. It will enable the participants to understand the nuances of this role, requirements of Schedule IV of the Companies Act, 2013 and key provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Module-5: Strategic Leadership of Corporate Boards: Maximizing Effectiveness and Accountability

This module deals with good practices of effective Boards, including leadership composition and skills-mix, Board reviews and how Boards can add greater value. The module will enable an understanding of the operating environment of Directors and expectation of stakeholders to deliver strategic outcomes.

Module-6: Financial Literacy for Directors

Financial literacy is a key skill for any director. This module provides an understanding of what it means to be financially literate, the statutory provisions, financial terms and concepts, financial statements, key accounting standards, sources of finance and budgeting.

Module-7: Driving Financial Performance

The Board of Directors drive organizational strategy, provide oversight to financial performance and risk management amongst other areas. The module will assist a director to further understand the role in evaluating the health of the organization including its liquidity position and solvency, key aspects of Mergers & Acquisitions, decision making and control and identifying early warning signs of financial failures.

Module 8: Corporate Strategy

Strategy setting is an important role of the board. Globalization, digitization of business, emerging technologies, focus on Sustainability and the new workforce have provided a new dimension to strategy, its execution and performance monitoring.

Module-9: Enterprise Risk Management

Companies have to ensure that significant risks are identified, evaluated and managed. Non-financial intangible risks include social, ethical, environment and reputational risks. This module will enable an understanding of the key legal provisions related to enterprise risk management, ERM process, key definitions, risk frameworks, concepts such as emerging risk and how ERM needs to be aligned with company strategy. This will also provide a brief understanding on fraud risk and cybersecurity risk and the importance of risk culture within the organization which will positively contribute to effectiveness of the ERM process.

Module-10: Corporate Sustainability: Environmental, Social and Economic Responsibility

Competitiveness depends on the productivity with which companies can use financial capital and manage risk pertaining to broader areas such as geographical, technological, energy or human resource. Becoming environmentally responsible means building management systems capable of attaining best practice. A key competitive differentiator will be the ability to transform a business’ product, operations and complete the supply chain to make it sustainable. This module will provide an understanding on various aspects of building a sustainable business and the need to have an agenda for surviving and thriving in the future.

Module-11: Board Committees: Enhancing Effectiveness and Accountability

The Board of Directors acts on behalf of the shareholders in overseeing the company and its management. Today, Boards are under intense scrutiny - from shareholders, regulators, the media, company employees, and other stakeholders. Directors rarely receive accolades for taking steps to ensure that their companies succeed and avoid major problems, but they are questioned when things go wrong. Given the wide range of the Board's responsibilities and the diverse nature of skills required, the Board delegates certain responsibilities to specialist Committees of the Board. The Companies Act 2013 prescribes four such mandatory Committees. This module discusses the broad role, duties and powers of these committees in general, with sharper focus on the Audit Committee.

Module-12: Learning into Practice ( Boardroom Simulation Exercise)

This session provides an opportunity for real-time experience of the ‘Quarterly Boardroom meeting’ situation. The participant would also briefly understand important board procedures prior to the simulation.

Module-13: Sensitizing Board of Directors: Organizational and Board Dynamics, Ethics & Communication

The complexity, dynamics and speed of modern business communication environment has to be recognized. The role of critical and creative thinking, listening culture, collaborative working and visual communication are of paramount importance in the communication process within the Board. The module will deal with the communication roadblocks, strategy to develop reports and presentations that are persuasive.

Module-14: Transformative Technologies: Risks and Opportunities

Over the past decade, exponential developments are taking place in technology and its use in business. These technologies have impacted the entire business ecosystem globally bringing about multiple disrupters in all spheres of our businesses. In order to be competitive and also stay relevant, organizations are forced to adopt these disruptive technologies and adapt to disruptive market forces. This session will provide a broad understanding of changing business models, transformative technologies, key aspects to strategic decision making and the role of a board member in such decisions.

Module-15: Internal Audit: A critical player in organizational governance

Internal Audit has assumed greater significance after the mandatory appointment of an Internal Auditor by the board of specified public and private companies under the Companies Act, 2013. This module with provide clarity on the role of internal audit in organizational governance and in protecting and enhancing organizational value. This will enable a functional understanding of modern internal auditing practices which in turn will assist in discharging statutory responsibilities.

Module-16: Insolvency & Bankruptcy Code: Guidance for Directors & Promoters

When a company faces insolvency or bankruptcy, the directors of the company can face personal liability for the company's debts. This module will discuss the brief provisions of the code and key aspects that the director needs to keep in mind.

Module 17: Competition Act, 2002: Compliance by the Board

Competition law seeks to maintain market competition by regulating anti-competitive practices by companies. Competition law is implemented through public and private enforcement. The participant will be able to understand the key provisions of the Act, its relevance to the company board and the safeguards companies need to take in order to adequately comply with this regulation.

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