Overview of Governance, Compliance & Risk Management
This subject is one of the pillars of CS Professional Group 1. It reflects the core role of a Company Secretary — ensuring governance, managing compliance obligations, and handling organizational risk. For practicing CS professionals, this is not academic — it is daily work.
Key Topic Areas
- Corporate Governance: Principles of good governance, SEBI Corporate Governance norms, independent directors, board committees, stewardship code
- Business Ethics: Ethical frameworks, CSR policy, stakeholder management, whistle-blower mechanism
- Compliance Management: Statutory compliance calendar, compliance audit, compliance officer role, penalty provisions
- Risk Management: Types of risk (strategic, operational, financial, compliance), risk identification, risk register, COSO framework, enterprise risk management (ERM)
- Secretarial Standards: SS-1 (Board Meetings) and SS-2 (General Meetings) — mandatory knowledge for CS
- Reporting: Secretarial Audit (Form MR-3), Annual Report disclosures, business responsibility and sustainability report (BRSR)
High-Yield Topics
- SEBI LODR Regulations — board composition, committee requirements, related party transactions
- Secretarial Audit — who requires it, scope, procedure under Section 204 of Companies Act
- COSO Framework — 5 components of internal control
- Whistle-blower policy — SEBI requirements vs Companies Act requirements
- Business Responsibility and Sustainability Report (BRSR) — principles and format
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Practical Connection
Every compliance calendar you will maintain as a CS, every board meeting you will organize, every secretarial audit you will conduct — all of it traces back to this subject. Study it as future professional knowledge, not just exam content. That mindset shift improves both retention and answer quality.