Teaching code

4S004151

Academic staff

Alessandro Lai, Francesca Rossignoli

Coordinator

Alessandro Lai

Credits

9

Language

Italian

Scientific Disciplinary Sector (SSD)

SECS-P/07 - BUSINESS ADMINISTRATION AND ACCOUNTING STUDIES

Period

primo semestre (lauree magistrali) dal Oct 4, 2021 al Dec 17, 2021.

Lessons timetable Moodle Seminars 0

Learning outcomes

This course aims to offer tools and conceptual categories useful to understand how corporations are governed and how their control is influenced by different kinds of owners in diverse capital markets. Governance systems are explored considering rules coming from law or from voluntary adopted governance codes, as well as processes useful to increase shareholders’ and stakeholders’ value over time. The course enhances students’ knowledge about the issues useful to understand problems of governance and the ability to interpret real situations presented as case studies: at the end of the learning process and in accordance with the above declared purposes, the student must demonstrate to know the main rules and processes of corporate governance, and to interpret and solve cases and related problems on corporate governance.

Program

Program

1. The evolution of the debate about corporate governance
1.1. The problem of governing and economic control of companies
1.2. Corporate governance studies
1.3. Thoughts on corporate governance and literature models

2. Ownership structure of International markets – european and international trends
2.1. The Anglosaxon models (USA – UK)
2.2. The German and Japanese models
2.3. The French and Latin models
2.4. The Italian Model
2.5. Evolution of Italian firms

3. The regulatory framework on governance
3.1. Main areas of interest for corporate governance
3.2. The Italian laws on corporate governance
3.3. The Governance Codes
3.4. The Italian Governance Code (2020)

4. Governance tools and roles
4.1. The actors of Corporate Governancen
4.2. Compositions, operations and roles of governance bodies
4.2.1. The board of directors
4.2.2. The President
4.2.3. Executive and non-executive directors
4.2.4. Independent directors
4.2.5. Committees inside the board
4.2.6. Nomination committee and board self-assessment
4.2.7. Remuneration committee and remuneration policy

4.3. Composition, operations and roles of control bodies
4.3.1 The internal control system – control indipendence – The Sarbanes Oxley Act (SOX)
4.3.2. The Control and Risk Committee
4.3.3. Tools to safeguard legality and correctness of governance actions - Audit on compliance of business processes
4.3.4. The “Organismo di Vigilanza” according to the Italian law (L. Decree 231/2001)
4.3.5. Risk management in governance operations
4.3.6. Internal auditing and its role in governance
4.3.7. The statutory auditors and the Control Commettee

4.4. Other roles and relevant functions
4.4.1. CFO and Reporting processes
4.4.2. The Investor relator

5. Correlations between governance and risk system
5.1. Risk Management Measurement Models
5.2. Risk management in Italian listed companies
5.3. Risk management and performance: some empirical evidences
5.4. Enterprise risk management and market value of Italian companies
5.5. Integrated reporting and risk disclosure: evidence from the "pilot project" IIRC
5.6. The role of compliance programs in corporate governance
5.7. The “3-lines of defence model” in reducing operational risks

6. Case studies


Textbooks

Participants of the whole course are invited to study the aspects presented during the course, download the slides available on the course website, together with the study of some parts of suggested textbooks


- Alessandro Lai, Giulia Leoni and Riccardo Stacchezzini, Accounting and governance in diverse settings – an introduction, Accounting History 2019, Vol. 24(3) 325–337, just pp. 325-330, free download through University VPN from: https://journals.sagepub.com/doi/pdf/10.1177/1032373219862669
- Patrizia Riva (a cura di), Ruoli di corporate governance. Assetti organizzativi e DNF, Egea, Milano, 2020, prima parte: capitoli 1-13 e 15-18.
- Alessandro Lai (a cura di), Il contributo del sistema di prevenzione e gestione dei rischi alla generazione del valore d'impresa, Franco Angeli, Milano, 2013, relativamente ai capitoli: 1, 2, 3, 4, 5, 7, 8, 9
- Comitato per la Corporate Governance, Codice di Corporate Governance, 2020, https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf

Bibliography

Examination Methods

The exam consists of a written test, which will be explained later, considering the evolution of the pandemic emergency.
The rules are both for people attending the lessons and for other people. For people attending the course, the exam deals mainly with issues dealt with during the lectures, while for others, a deep knowldege of texbooks is required.