This course aims at developing participant’s skills in both understanding and analyzing how firms are controlled and managed, who actually exercise this control on any economic decisions and which mechanisms drive the distribution of the created value among shareholders.
Governance systems are investigated considering the rules that are part of the structure and the daily operations of firms as well as the processes that either direct strategic choices and regulate the implementation of corporate strategy, in order to create value for both shareholders and stakeholders, over time.
The course offers a robust combination of a basic knowledge, useful to develop a conscious approach to governance issues and investigation skills useful to analyze and discuss actual firm’s conditions by the mean of case studies.
Part One – Companies and their institutional structure
1. Corporate System: bases for the understanding of firms in contemporary economic and social contexts
1.1. Corporate system dimensions and related relationships
1.2. Organizational structure and its components
1.3. Institutional framework of companies
2. The institutional framework in different typologies of companies operating in the social system
2.1. "Capitalist" companies of individual and corporate typologies
2.2. Cooperative companies
2.3. Public sector organizations
2.4. Collaboration among companies
2.5. Group of companies - pyramid groups of companies
3. Ownership structure of Italian companies
3.1. Capitalist models in the international context
3.2. Italian capitalism models
3.3. Important features of Italian companies and their evolution
Part Two – The corporate governance
1. Evolution debate on corporate governance
1.1. The problem of governing and economic control of the company
1.2. Corporate governance studies
1.3. Thoughts on corporate governance
2. The regulatory framework on governance
2.1. Main areas of interest for corporate governance
2.2. Italian laws on corporate governance
2.3. Self-Discipline Codes
3. Governance tools
3.1. Composition and functioning of the governing bodies
3.2. Composition and operation of control bodies
3.3. Tolls to safeguard legality and correctness of governance actions
3.4. Audit on compliance of business processes - the role of compliance programs in corporate governance
3.5. Risk management in governance operations
3.6. Internal auditing and its role in governance
4. Correlations between governance and risk system
4.1. Risk Management Measurement Models
4.2. Risk management in Italian listed companies
4.3. Risk management and performance: some empirical evidences
4.4. Enterprise risk management and market value of Italian companies
4.5. Integrated reporting and risk disclosure: evidence from the "pilot project" IIRC
5. Governance in small and medium-sized enterprises and family firms
5.1. Governance mechanisms in small and medium-sized enterprises and family firms
5.2. Role of the family owner in processes of business growth
5.3. The management of succession processes in family firms
6. Towards an integrated corporate governance
6.1. Transparency in governance systems
6.2. The relationship among compliance, widespread knowledge of business organization, and performance under the perspective of an integrated governance
6.3. The relationship among corporate governance, corporate information and value creation.
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 integrative readings that support the several points of the course program, and to study the text: Alessandro Lai (edited by), Il contributo del sistema di prevenzione e gestione dei rischi alla generazione del valore d'impresa, Franco Angeli, Milano, 2013, chapters: 1, 2, 3, 4, 5, 7, 8, 9.
Those not attending lessons are invited to study the following two volumes: Alessandro Zattoni, Corporate Governance, Egea, Milan, 2015 and Alessandro Lai (edited by), Il contributo del sistema di prevenzione e gestione dei rischi alla generazione del valore d'impresa, Franco Angeli, Milano, 2013, chapters: 1, 2, 3, 4, 5, 7, 8, 9.
The exam consists of a written test based on 3 questions: the first question deals with the first part of the program (firms and their institutional structure); the second question deals with points n. 1 and 2 of the second part of the program; the third question regard points 3,4,5 and 6 of the second part of the program. Optionally, a student who has passed the written test, may ask for an oral test on the whole program. Consequently to the purposes of the course (that is about the capability to make a student know the methodological bases and to make him read) actual empirical situations) a student has to demonstrate his knowledge of different kinds of firms, of corporate governance rules and processes, and to understand and comment the case studies presented in the course, together with the ability to solve empirical corporate governance problems.