Module 1: Roles and responsibilities of the Company Secretary

• Define the role and responsibilities of the company secretary.
• Explain how the role has evolved in response to governance challenges.
• Describe the company secretary's strategic influence on board decision-making.
• Identify key principles of good corporate governance.
• Recognise how company secretaries ensure legal and regulatory compliance.
• Compare different governance frameworks and board structures.
• Identify corporate laws and governance codes.
• Understand emerging trends impacting governance, such as ESG and technology.

Module 2: Legal and Regulatory Framework: Theory and Practice

• Recognise key corporate governance theories.
• Assess conflicts, decision-making, and outcomes.
• Recognise company law in key jurisdictions.
• Identify and analyse key company law reforms.
• Identify directors' fiduciary duties and responsibilities to shareholders.
• Identify the roles of the board, executives, and shareholders in corporate governance.
• Recognise the listing requirements of major stock exchanges.
• Recognise the impacts of insider trading and best practices for handling inside information.
• Recognise how key corporate governance codes are applied through stock exchange listing rules across various jurisdictions.

Module 3: Governance architecture

• Identify company types and outline key steps in formation and dissolution.
• Explain the roles of shares, shareholders, and dividend distribution.
• Maintain statutory registers and manage record-keeping risks.
• Distinguish between event-driven and periodic filing obligations.
• Compare filing requirements across jurisdictions and recent reforms.
• Recognise governance and compliance challenges in group structures.
• Use technology to improve filing, reporting, and compliance accuracy.

Module 4: Board Roles, Responsibilities and Committees

• Identify the board's key roles in setting purpose, strategy, risk oversight, and stakeholder engagement.
• Describe how boards make decisions and the company secretary's role in supporting effective governance.
• Explain the function of board committees and how they enhance oversight and efficiency.
• Recognise the structure, purpose, and operations of audit, nomination, and remuneration committees.
• Assess the role of emerging committees, such as ESG and technology committees, in addressing evolving governance priorities.
• Understand how the company secretary supports board and committee effectiveness through coordination, advice, and governance practices.

Module 5: Board Dynamics, Governance Processes and Support

• Identify strategies to foster board cohesion, trust, and effective decision-making.
• Recognise the board's role in shaping culture and engaging stakeholders ethically.
• Apply best practices to structure and manage effective board and committee meetings.
• Support the development of strategic board calendars and high-quality agenda planning.
• Implement effective minute writing techniques and use technology to support governance.
• Ensure board reporting is timely, relevant, and aligned with strategic priorities.
• Recognise the company secretary's role in crisis support, board development, and director training.
• Understand how to design, conduct, and act on board performance evaluations.

Module 6: Financial Literacy

• Describe the financial responsibilities of the company secretary and their collaboration with the CFO and finance team.
• Identify the core functions of the finance team and their role in supporting governance and compliance.
• Recognise the purpose and components of financial statements, accounting policies, and key financial ratios.
• Understand budgeting and forecasting processes and their relevance to board oversight and investor confidence.
• Describe the structure and governance disclosures in an annual report, including the company secretary’s role in shaping them.
• Recognise best practices in corporate governance reporting and financial transparency.
• Explain the role of external auditors and how they support integrity, assurance, and stakeholder trust.

Module 7: Risk Management and Internal Control

• Identify key categories of risk and explain how they vary by sector and business model.
• Describe the purpose and structure of common risk management frameworks.
• Define and distinguish between risk appetite and tolerance, and explain how boards embed them into operations.
• Outline the risk management process and explain the role of tools such as risk registers, heat maps, and stress testing.
• Recognise how risk management is integrated into strategy and decision-making at board level.
• Identify the components of effective internal control systems and common causes of control failure.
• Distinguish the roles of the three lines of defence and explain how they support risk oversight.
• Describe the responsibilities of the audit committee and board in overseeing risk, internal controls, and long-term viability.
• Recognise the company secretary's role in supporting risk governance, committee operations, and internal control documentation.

Module 8: Shareholder and Stakeholder Management

• Distinguish types of shareholders and their rights
• Describe the IPO process and governance implications.
• Support legal and procedural requirements for shareholder meetings.
• Compare formats of AGMs and assess compliance considerations.
• Explain the role of proxy advisors and institutional investors.
• Respond to shareholder activism and dissent.
• Understand governance practices in private companies.
• Apply stakeholder mapping tools and frameworks.
• Recognise how to support boards in balancing shareholder and stakeholder interests.

Module 9: Emerging Trends in Corporate Governance

• Trace the evolution of ESG principles and explain their relevance to corporate governance.
• Recognise the expectations of different stakeholder groups and the challenges of ESG integration.
• Identify key ESG reporting frameworks and understand associated disclosure obligations.
• Explain ESG materiality, including the concept of double materiality, and its role in strategy and reporting.
• Describe the purpose and structure of ESG committees and how boards oversee ESG risks.
• Outline the company secretary's role in ESG governance, reporting, and director capability-building.
• Compare the EU AI Act with global AI regulatory approaches and assess their governance implications.
• Explain how boards oversee AI strategy, risk, and ethics, and identify governance models for AI oversight.

Module 10: The Effective Company Secretary

• Explain the importance of trust in the company secretary’s relationships and apply strategies to build it.
• Apply principles of clear, purposeful communication to influence stakeholders and support governance.
• Define personal brand in the governance context and identify ways to strengthen professional presence.
• Demonstrate emotional resilience and respond constructively to stress and challenges in the role.
• Explore pathways for career progression and apply strategies for professional growth and visibility.
• Lead or contribute effectively within secretariat teams, including distributed or cross-border teams.
• Identify ongoing development needs and use professional networks, resources and technology to stay future-ready.

• You need to complete two online assessments to achieve your Diploma in Corporate Governance qualification.
• Each assessment is 90 minutes long.
• Assessment 1 takes place after module 5 and includes 75 multiple-choice style questions.
• Assessment 2 takes place after module 10 and includes 75 multiple-choice style questions.
• You can complete each assessment at a time that suits you.