PAPER:1 Environmental, Social and Governance (ESG) – Principles & Practice CS Professional Mod-1



To develop skills of high order so as to provide thorough knowledge and insight into the best Governance Practices, Risk Management, ESG Principles and corporate sustainability reporting, Fundamentals of ESG, Importance of ESG, ESG as business strategy, Key ESG Factors, ESG and Sustainable development, ESG as an investment, ESG Management Systems.
 Level of Knowledge : Expert Knowledge
 Detailed Contents

1. Conceptual Framework of Corporate Governance:

l Evolution of Corporate Governance
l Corporate governance concepts
l Corporate Governance Forums
l Corporate Governance Codes and international legislative framework on corporate governance
l Indian & International concept of Corporate Governance

2. Legislative Framework of Corporate Governance in India:

*Listed Companies
*Unlisted Companies
*PSUs l Banks and Insurance Companies
*Stewardship Code

3. Board  Effectiveness:

*Role clarity of Board and Management
*Composition and Structure
*Duties and Liabilities, Evolution of Jurisprudence
*Diversity in Board Room, Selection and Appointment Process
*Independent Directors, expectations, liabilities and their role
*Code of Conduct
*Responsibilities and Effectiveness
*Conflict Management
*Related Party Transactions
*Role of directors in Prevention of Insider Trading

4. Board Processes through Secretarial Standards

5. Board Committees:

*Composition & Terms of Reference
*Roles and Responsibilities

6. Building Better Boards:

*Directors’ Training
*Board Evaluation
*Succession Planning

7. Concept of Governance in professional managed company & promoters driven company

Board Disclosures and website disclosures

8. Board Disclosures and website disclosures

9. Data Governance:

*Importance of data governance
*Data governance challenges
*Difference between data governance and data management, Implementing an effective data governance framework

10. Stakeholders Rights:

*Whistle/ Vigil/ Grievance Redressal Mechanism, Human Rights
*Health and Safety
*Prevention of sexual harassment at workplace
*Attrition Rate
*Supplier code of conduct
*Gender parity ratio at Workforce
*Local procurement, Monetary and non-monetary benefits

11. Business Ethics

*Code of Conduct and Anti-bribery

12. Board’s Accountability on ESG

13. Environment:

*Environmental Policy
*Environmental Impacts
*Energy Consumption
*Awareness on environment protection, energy conservation and management

14 CSR:

*Need assessment
*Impact assessment
*Mapping Sustainable Development Goals (SDGs) with CSR Programs of the Company, Governance challenges

15. Green Initiatives:

*Pollution abatement and testing
*Reduction in Carbon/ CHG Emissions
*Resource efficiency
*Renewable Energy Intensity
*Water Management
*Waste Management

16. Governance Influencers:

*ICSI- Corporate Leader in Corporate Governance
*Investor Associations
*Proxy Advisory Firms
*Institutional Investors ESG Investment

17. Empowerment of the Company Secretary Profession:

*International View & Evolving Role of Company Secretary in 21st Century
*Comparative analysis of law applicable to Governance Professionals in different jurisdictions
*Facilitating innovation in Board Governance
*Role of Company Secretary in ESG.
Part II: Risk Management (20 Marks)

18. Risk Management:

*Risk Identification
*Risk Analysis
*Risk Measurement
*Risk Mitigation
*Risk Elimination
*Importance of Risk Management Committee
*Role of Internal Audit
*Internal control
*Material Risk and Opportunity Assessment
*Reputation Risk
*Climate Risk
*Fraud Risk Management
*Business Continuity Plan with Case Study
*Risk Related Disclosures
*Crisis Management, Disaster Risk Management
*Relationship between Business Continuity Plan, Crisis Management and Disaster Recovery Plan, ESG Risk assessment
*Cyber Risk Management
*Fundamentals of cyber security threats and countermeasures
*Identifying most critical assets and threats
*Assessing Cyber Security Risks
*Implementing a Cyber Risk Management Programme
*Role of CS in Risk Management
*Case studies in Risk Management
Part III : Environment & Sustainability Reporting (15 Marks)

19. Sustainability Audit

*ESG Rating
*Emerging Mandates from Government and Regulators

20. Integrated Reporting Framework

*Global Reporting Initiative Framework
*Business Responsibility and Sustainability Reporting