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 3, 2022 al Dec 23, 2022.

Lessons timetable Moodle Seminars 0

Learning objectives

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.

Prerequisites and basic notions

Knowledge of business realities and their purposes.

Program

1. The evolution of the debate on corporate governance
1.1. The problem of corporate governance and economic control
1.2. Corporate governance studies
1.3. The concepts of corporate governance and the underlying economic-corporate models
2. The ownership structure of companies in the capital markets - European and international trends in corporate governance
2.1. Anglo-Saxon model (US - UK)
2.2. German and Japanese model
2.3. French and Latin model
2.4. The model of Italian capitalism
2.5. The structural characteristics of Italian companies and their evolution
3. The reference regulatory framework for governance
3.1. The thematic areas relevant to corporate governance
3.2. The regulatory system of corporate governance in Italy 3.3. The self-regulatory codes
3.4. The Italian Code of Corporate Governance (2020 edition) 4. The roles of corporate governance
4.1. The map of the actors of corporate governance
4.2. The composition, functioning and role of the corporate bodies
4.2.1. The management body (Board of Directors)
4.2.2. The President
4.2.3. Executive and non-executive Directors
4.2.4. Independent Directors
4.2.5. Internal Board Committees - their function, composition and activities
4.2.6. The nomination and self-assessment committee of the management body
4.2.7. The remuneration committee and the remuneration policy
4.3. The composition, functioning and role of the supervisory bodies
4.3.1. The internal control system and the importance of the independence of controls. The international context - the Sarbanes Oxley Act (SOX)
4.3.2. The Control and Risks Committee
4.3.4. The role of the Supervisory Body (SB) and corporate administrative responsibility
4.3.5. Risk management in governance activities
4.3.6. Internal auditing and its instrumentality in the exercise of governance
4.3.7. The Board of Statutory Auditors and the Management Control Committee
4.4. Other relevant roles and functions:
4.4.1. The CFO and the relevance of the reporting processes
4.4.2. The Investor Relator
5. In-depth analysis of some governance mechanisms
5.1. The "3-lines of defense model" in limiting operational risks
5.2 The safeguards put in place to protect the lawfulness and correctness of governance acts - Verification of compliance of corporate processes
5.3. The role of compliance programs in containing non-compliance risks
5.4. The organization, management and control model
5.5. Clawback clauses
6. Analysis of business cases
Textbooks
Those who attend the lessons of the entire course are invited - in addition to studying the topics covered in class - to download the slides that are made available on the course web page, together with the indication of the study of the parts of the textbooks that are indicated in support of the lessons.
- Patrizia Riva (edited by), Corporate governance roles. Organizational structures and DNF, Egea, Milan, 2020, first part: chapters 1-13 and 15-18.
- Alessandro Lai (edited by), The contribution of the risk prevention and management system to the generation of business value, Franco Angeli, Milan, 2013, relating to chapters: 1, 8 and 9
- Alessandro Lai, Giulia Leoni and Riccardo Stacchezzini, Accounting and governance in diverse settings - an introduction, Accounting History 2019, Vol. 24 (3) 325–337, limited to pages 325-330, downloadable free of charge through the University's VPN from the website: https: // journals .sagepub.com / doi / pdf / 10.1177 / 1032373219862669
- Corporate Governance Committee, Corporate Governance Code, 2020, https://www.borsaitaliana.it/comitato-corporate-governance/codice/2020.pdf

Bibliography

Didactic methods

The teaching methods consist of lectures accompanied by cases and examples.
Teamwork (optional)
Teamwork consists of analyzing the corporate governance disclosure of an Italian listed company. To this end, each group must, for the assigned case: 1. collect information relating to corporate governance using the sources indicated in class (websites, press and databases); 2. reconstruct a synthetic picture that illustrates: a. the governance model adopted by the company; b. the composition and functioning of the governing body; c. the structure and composition of the supervisory bodies; d. the control mechanisms adopted; 3. identify any extraordinary transactions or events that have led to significant changes in the corporate governance structure and illustrate, in a diachronic perspective, the impacts on the corporate governance structure; 4. identify and critically analyze the main strengths and weaknesses of corporate governance disclosure. Teamwork is aimed at evaluating the ability acquired in understanding and interpreting the roles and mechanisms of corporate governance. The teamwork includes: - the preparation of a 4/5 page report (in word or pdf), due at the end of the course; - the presentation in the classroom of 3 to 5 slides (about 10 minutes per team).

Learning assessment procedures

The exam consists of a written test divided into three open questions. The score obtained in group work will be added to the score of the written test. Teamwork will provide students with a maximum of 3 points.

Evaluation criteria

The written test is assessed on the basis of the following criteria: correctness, clarity and consistency with respect to the question posed; completeness in dealing with the requested topic. In order to pass the test it is necessary that the preparation is at least sufficient on the three questions posed.
Teamwork will be evaluated on the basis of the following criteria: - completeness and clarity of the presentation; - completeness and clarity of the report; - content compliance with the Corporate Governance code.

Criteria for the composition of the final grade

The final grade results from the arithmetic average of the votes of the three questions, each expressed out of thirty, with the same weight.
The score obtained in teamwork, if done, will be added to the mark obtained in the written test.

Exam language

Italiano