LLexfolio

Certificate Course in Corporate Governance, Compliance and Risk Management

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About Course

Governance failures rarely begin in a courtroom. They begin with a related party deal nobody benchmarked, a whistle-blower email nobody investigated, a quarterly number shared before it was announced, an agent’s “success fee” paid to win a government contract, or a risk register that names no owners. Indian law now places detailed duties on companies, boards and officers to prevent these failures, through the Companies Act, 2013, the SEBI LODR and Insider Trading Regulations, the Prevention of Corruption Act and the PMLA, and regulators enforce them through SEBI orders, MCA adjudication and SFIO investigations. This course gives finance and strategy students, consulting aspirants and compliance professionals a structured, current and practical command of corporate governance, compliance and risk management in India, with invented Indian company case studies, decision frameworks and ready templates.

What you will learn

  • What corporate governance is, how India’s framework developed from Clause 49 to the Companies Act, 2013 and SEBI LODR, who the regulators are, and the recurring patterns behind governance failures
  • Board structure under the Companies Act, 2013: resident, women and independent directors (section 149 and Schedule IV), KMP, the audit committee (section 177), the nomination and remuneration committee (section 178), board meetings, minutes and board evaluation
  • Directors’ duties under section 166 in practice, officers in default, personal liability under company, cheque, anti-corruption and securities laws, and D&O insurance
  • SEBI LODR Regulations, 2015 for listed companies: board composition, committees, independent directors, secretarial audit after the December 2024 amendments, and continuous disclosure under Regulation 30
  • Related party transactions under Regulation 23, including the turnover-based materiality thresholds that took effect in December 2025, ratification, and how Regulation 23 differs from section 188
  • Integrity risks: the vigil mechanism under section 177(9), ethics codes and conflicts of interest, insider trading under the SEBI PIT Regulations, 2015 (including the June 2025 UPSI expansion), the corporate bribery offence in section 9 of the Prevention of Corruption Act, and PMLA duties of reporting entities
  • Internal financial controls and audit (sections 134(5)(e), 138 and 143, CARO 2020), enterprise risk management with COSO, ISO 31000, the risk register and the Three Lines Model, and compliance management systems
  • How regulators enforce (MCA adjudication and compounding, SFIO, NFRA, SEBI orders and settlements), with a compliance calendar template, a board evaluation checklist, a risk register and a whistle-blower policy outline

Who this course is for

MBA students in finance and strategy, consulting aspirants preparing for governance, risk and compliance (GRC) or forensic roles, company secretaries in training, and compliance, risk and internal audit executives who want a practical understanding of corporate governance in India. No law degree is needed; basic familiarity with company structures helps.

How the course works

6 modules, 18 lessons, with a quiz of 5 questions after each module. Each lesson works through situations at invented Indian companies, explains the rule with the exact section or regulation, and ends with key takeaways. Real corporate episodes appear only as brief public history. The final module gives a 60-day governance health check plan and four ready templates: a compliance calendar, a board evaluation checklist, a whistle-blower policy outline and a risk register, plus integrated case studies.

How the certificate works

  • A final test of 30 multiple-choice questions, mostly real-world scenarios, with a 45-minute time limit
  • Pass mark 60%; you can retry if you do not pass
  • On passing, you receive a Lexfolio certificate with a unique ID that anyone can verify online at lexfolio.in/verify-certificate/
  • It is a certificate of completion from Lexfolio, not a degree, diploma or professional qualification

How to show this on your CV and LinkedIn

List it under “Certifications” or “Licences and certifications” as “Certificate Course in Corporate Governance, Compliance and Risk Management (Certificate of Completion), Lexfolio, [month and year]”, and add the certificate ID or verification link so recruiters can check it. In interviews, talk about what you can do: map a board against section 149 and LODR, test a related party transaction against the Regulation 23 thresholds, build a compliance calendar and a risk register, and explain insider trading and anti-bribery controls. Describe it honestly as a certificate of completion from an online course; it is not a degree, diploma or professional qualification, does not replace the CS, CA or CMA qualifications, and does not entitle anyone to practise law.

This course is for education and general information, not legal advice for a specific case. Law as on 31 October 2026. For a specific situation, consult a qualified professional or lawyer, or your District Legal Services Authority (NALSA helpline 15100).

Access: after payment, open My account > Courses and start learning. Lifetime access.

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What Will You Learn?

  • Explain what corporate governance is, map India's regulators and spot the patterns behind governance failures
  • Test a board against section 149, Schedule IV, sections 177 and 178 and LODR Regulation 17
  • Apply section 166 duties, identify sources of personal liability and review a D&O insurance policy
  • Assess related party transactions under Regulation 23 and the 2025 materiality thresholds
  • Apply Regulation 30 disclosure tests and timelines, and the SEBI PIT rules on UPSI and trading
  • Design a vigil mechanism and an anti-bribery programme, and explain PMLA reporting entity duties
  • Explain internal financial controls, CARO 2020, ERM frameworks and the Three Lines Model
  • Build a compliance calendar, board evaluation checklist, risk register and whistle-blower policy

Course Content

Module 1: What Governance Is and Why It Fails
Why corporate governance has become a core skill for finance, strategy and compliance careers, how India's governance framework developed and who enforces it, and the recurring patterns behind governance failures, with invented case studies and brief public history.

  • Lesson 1.1: Why this matters, who this course is for, and how it works
  • Lesson 1.2: What corporate governance is, and India’s framework and regulators
  • Lesson 1.3: Why governance fails: patterns, case studies and red flags
  • Module 1 quiz

Module 2: The Board Under the Companies Act, 2013
How the Companies Act, 2013 structures the board: size, resident, women and independent directors under section 149 and Schedule IV, key managerial personnel, the audit and nomination and remuneration committees under sections 177 and 178, board evaluation, and the duties, liabilities and insurance of directors.

Module 3: Listed Companies Under SEBI LODR Regulations, 2015
How the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 add to the Companies Act for listed entities: board composition, committees and independent directors, the related party transaction regime under Regulation 23 including the revised 2025 materiality thresholds, and continuous disclosure.

Module 4: Integrity Risks: Whistle-blowing, Conflicts, Insider Trading, Bribery and Money Laundering
The integrity rules that most often trip up companies and individuals: the vigil mechanism under section 177(9) and LODR, ethics codes and conflicts of interest, the SEBI Prohibition of Insider Trading Regulations, 2015, the corporate bribery offence in section 9 of the Prevention of Corruption Act, and anti-money laundering duties under PMLA.

Module 5: Controls, Risk Management, Compliance Systems and Enforcement
Internal financial controls and audit under sections 134(5)(e), 138 and 143 and CARO 2020; enterprise risk management with COSO, ISO 31000, the risk register and the Three Lines Model; and how compliance management systems, compliance calendars and regulatory enforcement by MCA, SFIO, NFRA and SEBI fit together.

Module 6: The Governance Toolkit: Templates and Action Plan
A step-by-step governance health check plan and ready templates with placeholders: a compliance calendar, a board evaluation checklist, a whistle-blower policy outline and a risk register, followed by integrated case studies that apply the whole course.

Final Assessment and Certificate
Pass the final assessment with 60% or more to receive your certificate of completion. You have 3 attempts.

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