CMA Sri Lanka SL4 Corporate Governance & Ethics Exam study plan

Explain agency, stakeholder, stewardship and shareholder theories and contrast their assumptions about human motivation and control

Map the principal-agent problem onto separation of ownership and control and identify three mechanisms that mitigate it

Compare the shareholder-primacy and stakeholder-inclusive models of the firm using at least two governance outcomes each

Distinguish conformance (accountability, assurance) from performance (strategy, value creation) roles of governance and explain why both matter

Describe the OECD/G20 Principles of Corporate Governance six chapters and explain what each addresses

Trace the evolution from rules-based (Sarbanes-Oxley style) to principles-based (comply-or-explain) regimes and state the trade-offs

Apply the concepts of board independence, board diversity and separation of chair and CEO to a hypothetical company fact pattern

Evaluate how ownership concentration (family-controlled and state-owned firms) changes governance dynamics

Differentiate executive, non-executive and independent non-executive directors and justify independence criteria

Explain board size, committee structure, meeting frequency and information flows as determinants of board effectiveness

Analyse the chair's role versus the CEO's role and the arguments for and against role separation

Assess board evaluation methods (self-assessment, peer review, external facilitation) and their limitations

Outline the mandate, composition and independence requirements of the audit committee and its relationship with external and internal audit

Explain nomination and remuneration committee functions and how remuneration design links to risk appetite

Describe the audit committee's oversight of financial reporting, internal control and the external auditor's appointment and independence

Identify red flags in audit committee disclosures that suggest a ceremonial rather than substantive committee

State the fiduciary duties of care, skill and diligence and the duties of good faith and loyalty, with the business judgement rule

Distinguish conflicts of interest, related-party transactions and self-dealing, and explain disclosure and recusal remedies

Explain directors' liability under statute and common law, including disqualification, and the role of directors and officers insurance

Describe the three lines model and the COSO internal control framework components

Outline the internal audit charter, independence, risk-based planning and the difference between assurance and consulting

Distinguish risk appetite, risk tolerance and risk capacity and explain how each is expressed in a governance statement

Identify stakeholder groups, their legitimate interests and the spectrum of engagement from informing to co-decision

Apply the disclosure principles of timeliness, accuracy, completeness and equal access, and explain why selective disclosure is problematic

Evaluate integrated reporting and sustainability disclosure as extensions of financial transparency

Compare consequentialist, deontological, virtue and justice-based ethical theories and apply each to one governance dilemma

Use a structured ethical decision-making model (identify facts, stakeholders, options, tests, decision) on a conflict-of-interest case

Explain how tone at the top, incentives and codes shape culture, and why a code alone does not create ethical behaviour

Describe whistleblowing channels, protections and the conditions that make a speak-up culture effective

Identify the principal Sri Lankan governance sources: the Companies Act, SEC rules for listed companies, the Code of Best Practice on Corporate Governance and CA Sri Lanka's related guidance

Explain the roles of the SEC, CSE, CA Sri Lanka and the regulator's expectations on audit committees and related-party disclosure

Recall the Sri Lankan code's approach to comply-or-explain and its treatment of independent directors and board committees

Revise all nine domains through spaced recall and sit a full timed mock, then close knowledge gaps