Ateneo - UPO

An appropriate system of corporate governance is of vital
importance for the proper functioning of the production system. It is
required to qualify the company as a reliable counterpart in business and
social dealings, and promote growth according to sound and prudential management criteria.
The course aims to provide a useful basis to analyse the company’s main
management and control tools as a result of the significant evolution of management and control tools as a result of the significant evolution of the company’s activity often resulting in strong company expansion.
The issue in hand has undergone a considerable evolution to become
increasingly defined and elaborate. Dramatic situations of discontinuity
and crisis even recently faced by many companies have paradoxically allowed
us to understand how indispensable it is to have governance tools, even
for smaller companies.
Topics that until recently could only be studied as they were considered
groundbreaking - such as SME control systems, the introduction of
organisational and risk management models or diversity - have become in recent years
fundamental for business continuity management. To this end, the course
explores, on the one hand, good practices and behaviour models, which constitute the benchmarks, as they are used by companies
systematically pursuing sustainable success and, on the other, the tasks entrusted to those people who have specific governance roles in the company.
Once the complex map of the actors has been outlined, the first part of the course deals with the perspectives, tasks and responsibilities -
including their practical implications - of the following: the Board of Directors as a corporate body, the independent directors and Board
committees, control bodies (Board of Statutory Auditors, Independent
Auditor, Supervisory Body 231, internal auditors) and key support figures
such as the administrative and financial director (CFO) or, for listed
companies, the Investor Relator. From a business economic perspective,
the regulatory framework is enriched by company aspects and
application practices with a particular focus on comparable international
experiences, the topic of diversity (including gender) and business crisis
situations, with some practical examples (Azimut Benetti SpA, Maire Tecnimont
SpA, Piquadro SpA, MARR SpA) which clarify the concepts covered.

At the end of the course, all students are invited to participate to the seminar in English held by prof. Riva and prof. Tirado, (full professor universidad autónoma of madrid & secretary general at unidroit - international institute for the unification of private law). Prof. Tirado will take his speech as UPO visiting professor together with prof.ssa Riva on the topic: "Early warning in Italy & in Europe".

The mandatory reference text, designed and written for this course, is:

- RIVA P., “Ruoli di Corporate Governance. Adeguati Assetti e Sostenibilità”,
Egea, Milano, 2023 – First Part (for the analytical set of chapters to be considered see the “day by day” analytical programme, published on UPODir)

In addition, slides specifically prepared by the professor and the experts invited for this course will be made available to students.

In particular, students will:
1. learn about the role and concrete tasks, action models and principles
of behaviour of executive and non-executive directors, independent
directors (AI), statutory auditors, independent auditors, the supervisory
body, the internal auditor (IA) and the investor relator (IR), and the top
manager (CFO);
2. analyse business cases relevant to the topics analysed.

None
Please remember that this module is an integral part of a larger 12-credit course of which it constitutes the second part.
The mark obtained in this module must therefore be added in a weighted manner with the mark obtained in the first module of 8 credits Legal aspects of corporate governance in order to be registered. Registration is therefore possible only after having obtained a positive evaluation in both modules and by registering for specific verbalizing sessions.

The course includes a total classroom commitment of 30 hours,
equivalent to 4 training credits. The activities outside the classroom
consist of the study of the lessons indicated in the course analytical program and the group work which will be presented in the classroom
with the involvement and participation of some invited guests and a specific assessment which has a weight of 60% of the final mark for attending students.

Course attendance is optional but recommended as case studies will be
presented, experts will be invited to speak and workshops will be
conducted. All the above activities facilitate learning.

The professor will be always available for consultation with students by mail (patrizia.riva@uniupo.it) and in person weekly by appointment or at the end of the lessons.

ATTENDING STUDENTS
For attending students the exam will consist of:
1. two workgroups;
2. a final written exam (which will be oral if there are fewer than 5 students);
3. the possibility to earn one additional point by attending the
scheduled workshops and one point for attending all the cases of the first
and second part. Only one absence is allowed.

To be considered an attending student you must take part in the two workgroups.
The final score is broken down as follows:
I group work: weight 30%
II group work: weight 30%
Final written exam: weight 40%
Totale weight 100%

In addition, 1 point for attending all the workshops & the international conference (see above) and 1 point for attending all the cases will be added to the score.

Group work consists of two assignments relating to the discussion of:
- a topic chosen by the students at the beginning of the course from those scheduled;
- a business case chosen from: Azimut Benetti SpA, Maire Tecnimont SpA, Piquadro SpA, MARR SpA.

The assignments will be presented in the classroom (possibly virtually), in the presence not only of the professor, but also of guests and company representatives. The ability to interact with the latter two will also be assessed. Students will form the groups; the number of members of each group will be established by the professor in the first lesson based on the number of students enrolled in the course. The output of each work group will consist of a ppt presentation of up to a maximum of 25 slides.

If the attending student does not pass the final written exam, he/she can take another one in following rounds. Group work and seminar scores and points obtained attending the workshops will be valid only until February
2024. Therefore, from March 2024 the scores for group work and attendance of seminars will no longer be valid and students will be
considered “Non-Attending Students”.

NON ATTENDING STUDENTS
Assessment consists of a written exam with a score out of 30 on all the material made available by the professor and the mandatory textbook.
Students who do NOT participate in the group work are considered “nonattending”.

ERASMUS STUDENTS
Students in Erasums are invited to contact prof.ssa Riva by email.
RULES TO REGISTER THE EXAM GRADE
Please remember that this module is an integral part of a larger 12-credit course of which it constitutes the second part.
The mark obtained in this module must therefore be added in a weighted manner with the mark obtained in the first module of 8 credits Legal aspects of corporate governance in order to be registered. Registration is therefore possible only after having obtained a positive evaluation in both modules and by registering for specific verbalizing sessions.

Topics studied during the course:
1. Presentation of the course. The case of Azimut Benetti Yacht;
2. problems and ideas for implementing proper corporate governance:
the cases of Enron and Parmalat;
3. corporate governance actors: the map of the roles and duties of corporate governance actors in going concern situations;
4. the role of the Board of Directors (BoD);
5. the role of the Administrative and Financial Director and the importance of the reporting processes;
6. the role of independent directors and Committees within the BoD;
7. The role of the Internal Auditor (IA) and the phases of its activity
8. law 120/2011 (the so-called Golfo-Mosca law), for gender quotas and generational diversity;
9. the role of the Board of Statutory Auditors in unlisted and listed companies and the role of the independent auditor;
10. the role of the Supervisory Body (SB) and the organisational models provided for by Law 231/2001;
11. the Sabanes-Oxley Act (SOX): the importance of the independence of
the controls. The international context;
12. analysis of potential overlaps between areas controlled;
13. governance in early warning & turnaround;
14. importance of the professional figure of Investor Relator (IR). The case of MARR SpA;
15. governance: application of the self-regulatory code and incentive mechanisms in listed companies. The case of Maire Tecnimont;
16. European and international corporate governance trends: the corporate governance model in the United Kingdom, United States,
France, Germany and Japan;

1. Learn about the corporate governance roles of the most advanced companies both with reference to the figures to whom administration is entrusted (board, AI, CFO) and to the figures to whom control is entrusted (board of statutory auditors, auditor, SB, IA).
2. Understand what it actually means to take on each of these roles in the company by, on the one hand, understanding the reference models and principles, and on the other, listening to the real experiences of people who carry them out on a daily basis.