CO R POR A TE G O V E R N A N C E

TH E C H A R TE R E D GO VERNA NCE I NSTI TU TE O F CA NA DA

IN TE R N A TI O NA L Q U A L I F Y I NG P RO GRA M

S YL L A B U S
Corporate Governance
Level 6, Part One Programme

Total hours study time: 200

Introduction
The aim of this module is to provide advanced knowledge and key skills necessary for the company
secretary or governance professional to act as chief adviser to the board and other stakeholders on
best practice in corporate governance, and as the facilitator for systematic application across a wide
range of organisations.

Learning outcomes
After successful completion of this module you should:

1 Be able to research and critically apply the growing global, regional and local information sources
on corporate governance.
2 Be able to advise on the duties of directors as well as the role, membership, composition and
effectiveness of the board, within legal and regulatory frameworks.
3 Be able to apply the concepts of disclosure in terms of accountability, transparency, corporate
social responsibility, ethical standards and sustainability in governance.
4 Be able to critically appraise and apply corporate governance principles and best practices in risk
management for the board in the employing or client organisation.
5 Be able to exercise appropriate judgment in the use of professional knowledge and skills to the
resolution of practical issues and problems in the proper governance of an organisation.

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Section A: Corporate governance – principles and issues

25% – 50 Learning hours

Learning Outcome 1: Be able to research and critically apply the growing global, regional
and local information sources on corporate governance.

Learning Outcome 5: Be able to exercise appropriate judgment in the use of professional

knowledge and skills to the resolution of practical issues and problems in the proper
governance of an organisation.

TOPIC AREA EXEMPLIFICATION

Definitions 1. Origins and definitions of corporate governance

and Issues
in Corporate 2. Theories of corporate governance
Governance • shareholder primacy theory
• agency theory:
• agency conflict
• agency costs
• stakeholder theory

3. Approaches to corporate governance

• shareholder value approach
• stakeholder approach
• inclusive stakeholder approach
• enlightened shareholder value approach

4. Principles of corporate governance

• responsibility
• accountability
• transparency
• independence
• participation

5. The corporate governance framework

• applicable laws, regulations, standards and codes
• rules-based approach
• principles-based approach
• hybrid approach
• concepts of comply or explain

6. Implementation of a governance framework

• Organization purpose
• Assimilation of governance practices
• Organizational success

7. The importance of adopting good governance practices

• Consequences of weak governance

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TOPIC AREA EXEMPLIFICATION

Definitions 8. Key issues in corporate governance

and Issues • composition of boards
in Corporate • financial reporting
Governance • stakeholder relations
(continued) • social responsibility and sustainability
• compensation of directors and senior executives
• shareholder and member engagement
• performance of directors
• risk management
• technology and information governance

History of 1. Background
Corporate 2. The Dey Report
Governance in 3. The Kirby Report.
Canada 4. The Saucier Report
5. National Policy 58-201 & National Instrument 58-101
6. Other Financial Disclosure Rules
7. Future Directions

Governance in 1. Governance in US - SOX & Dodd-Frank

other countries 2. Governance in UK – Cadbury to 2018 Governance Code
and other 3. Governance in Germany, Japan, China
sectors 4. Global principles of corporate governance
5. Governance issues in developing and emerging markets
6. Governance in other sectors
• Financial institutions
• Public sector
• Not-for-profit sector
7. Governance for family-controlled companies

Role of the 1. The corporate secretary and corporate governance

Company 2. The requirements for a corporate secretary
Secretary/ 3. The role of the corporate secretary
Governance 4. The corporate secretary as the ‘conscience of the company’
Professional 5. The Corporate Secretary:Building trust through governance
in Corporate 6. Qualifications and skills
Governance 7. Position in the organisation
8. Independence of the corporate secretary
9. Liability of the corporate secretary
10. Inhouse v. outsource corporate secretary

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Section B: The board of directors and leadership

30% – 60 Learning hours

Learning Outcome 2: Be able to advise on the duties of directors as well as the role,
membership, composition and effectiveness of the board, within legal and regulatory
frameworks.

TOPIC AREA EXEMPLIFICATION

Directors’ Duties 1. Powers of directors

and Powers 2. General duties of directors under the CBCA
3. Duty to act within powers and for proper purposes
4. Duty to promote the success of the company
5. Duty to exercise independent judgement
6. Duty to exercise reasonable skill, care and diligence
7. Duty to avoid conflicts of interest
8. Duty not to accept benefits from third parties
9. Duty to declare interests in transactions
10. Who can bring an action for a breach of the general duties
11. Fraudulent and wrongful trading
12. Directors’ and officers’ insurance

Role and 1. Role of the board

Membership of 2. Matters reserved for the board
the Board 3. Role of the chair
4. Role of the chief executive officer
5. Separation of the roles of chair and chief executive
6. Non-executive directors – role and independence
7. Non-executive directors – effectiveness
8. Senior independent director
9. Board committees and NEDs
10. Role of the Corporate Secretary

Board 1. Board size

Composition 2. Balance of skills, knowledge and experience
and Succession 3. Diversity
Planning 4. Nomination committee
5. Appointments to the board
6. Accepting an offer of appointment
7. Succession planning
8. Refreshing board membership
9. Annual Re-election

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TOPIC AREA EXEMPLIFICATION

Board 1. Decision-making processes

Effectiveness 2. Supply of information
3. Board portals and electronic board papers
4. Use of social media by boards
5. Corporate culture
6. Independent professional advice
7. Performance evaluation
8. On boarding and Professional Development

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Section C: Disclosure

20% – 40 Learning hours

Learning Outcome 3: Be able to apply the concepts of disclosure in terms of accountability,

transparency, corporate social responsibility, ethical standards and sustainability in
governance.

TOPIC AREA EXEMPLIFICATION

Financial 1. Financial reporting

Reporting to 2. Requirements for financial reporting
Shareholders 3. Investor confidence in financial reporting
and the External 4. The role of the board in financial reporting
Audit 5. Role of the corporate secretary in financial reporting
6. Audit committee requirements
7. Role and responsibility of the audit committee
8. Meetings of the audit committee
9. Audit committee relationship with the board
10. Audit committee relationship with shareholders
11. Audit committee report
12. Role of the corporate secretary in relation to the audit committee
13. External auditor
14. Role of the external auditor
15. Auditor independence
16. Non-audit services
17. Auditor rotation
18. Role of the corporate secretary in relation to the external auditors

Corporate Social 1. Definition of corporate social responsibility

Responsibility, 2. History of CSR
Sustainability 3. The business case for CSR
and Business 4. Categories of CSR activity
Ethics 5. CSR frameworks
6. Integrated thinking
7. Advising the board on being socially responsible
8. Sustainability
9. Advising the board on planning for sustainability
10. Business ethics
11. The role of the corporate secretary in building an ethical culture
12. Difference between business ethics, corporate responsibility and
sustainability

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TOPIC AREA EXEMPLIFICATION

CSR and 1. CSR reporting and the law

Sustainability 2. Drivers for voluntary CSR reporting
Reporting on 3. Measuring CSR initiatives
non-financial 4. Triple bottom line reporting
issues 5. Integrated reporting
6. Global Reporting Initiative
7. Sustainability Accounting Standards Board
8. IIRC integrated reporting framework
9. The Corporate Reporting Dialogue
10. CSR benchmarking
11. External assurance
12. Environmental Profit & Loss Accounts
13. The corporate secretary’s role in CSR reporting

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Section D: Risk management and internal control

10% – 20 Learning hours

Learning Outcome 4: Be able to critically appraise and apply corporate governance

principles and best practices in risk management for the board in the employing or client
organisation.

TOPIC AREA EXEMPLIFICATION

Risk 1. The Nature of Risk

Management 2. Internal Control System
and Internal 3. The Canadian Corporate Governance Framework
Control Systems 4. The Turnbull Committee Report on Internal Control
5. The Role of Internal Audit
6. Risk Management
7. The Role of the Board (or Audit Committee) in Risk Management and
internal controls
8. Risk Management Committees
9. Common failures of boards

Risk structures, 1. Governance structures and players

policies, 2. Policies and procedures
procedures and 3. Whistleblowing
compliance 4. Cybersecurity
5. Information Governance
6. Disaster recovery plans
7. The Corruption of Foreign Public Officials Act
8. Conflict prevention and resolution
9. Senior Executive Compensation and Risk

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Section E: Corporate governance systems, controls and issues

15% – 30 Learning hours

Learning Outcome 5: Be able to exercise appropriate judgment in the use of professional

knowledge and skills to the resolution of practical issues and problems in the proper
governance of an organisation.

TOPIC AREA EXEMPLIFICATION

Shareholders’ 1. Definitions
and Members’ 2. Separation of Ownership and Control
Rights and 3. The relationship between the board and shareholders
Engagement 4. Shareholder Rights
5. Common abuse of shareholder rights
6. Shareholder expectations
7. Institutional shareholder responsibilities
8. Proxy Advisor Influence
9. Responsible Investment v. socially responsible investment
10. Member Rights in the NFP world

Board 1. Shareholder engagement

Engagement 2. Annual general meetings
with 3. Electronic communication
Shareholders 4. Engagement with other stakeholders
and other 5. CBCA requirements to consider other stakeholders
Stakeholders 6. The role of the Governance Professional in Stakeholder Engagement

Compensation 1. Compensation as a corporate governance issue

of Directors 2. Elements of compensation for executive directors and senior
and Senior executives
Executives 3. CCGG Principles on compensation
4. Compensation committee
5. Compensation Disclosures for public companies
6. Directors’ compensation policy
7. Compensation for loss of office and rewards for failure
8. Listing Rule provisions on long-term incentive schemes

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