Ateneo - UPO

An appropriate system of corporate governance is vital for the proper functioning of the production system. It is necessary to qualify the company as a reliable counterpart in business and social dealings and to 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 in light of the significant evolution of corporate activities, often resulting in strong company expansion. The issue has undergone considerable evolution, becoming increasingly defined and elaborate. Dramatic situations of discontinuity and crisis, 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 could only be studied until recently, as they were considered groundbreaking—such as SME control systems, the introduction of organizational and risk management models, or diversity—have recently become 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 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). 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 practical examples clarifying the concepts covered.
Students are also invited to the third edition of the conference “Women at the Summit” organized by the teacher. Further information will be provided in the classroom. They are invited to the first edition of the conference ”Liquidation Value of the Company in Crisis” organized by the professor, to which they were invited, Prof. Massimo Cavino, Director of the Department – DISEI, Full Professor UPO, Prof. Maurizio Comoli, President CLEA, Full Professor UPO, Dr. Andrea Panizza, President APRI, Dr. Mauro Bini, President of the Management Committee of OIV, Dr. Alessandro Turchi, accountant and member of the ODCEC Corporate Crisis Commission of Milan, Dr. Francesco Bavagnoli, accountant and associate professor of DISEI, Dr. Andrea Rivolta, accountant, Attorney Marina Spiotta, lawyer and associate professor of DISEI, Dr. Stefano Ambrosini, lawyer, full professor of UPO, Dr. Mauro Nicola.

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.

The course carries 6 ECTS credits, corresponding to 45 hours of classroom instruction. Overall, approximately 30 hours are dedicated to direct instruction (DE) and 15 hours to interactive instruction (DI), with flexible proportions within each lesson.
The course enables students to map all corporate governance roles—that is, the roles involved in governing the company. 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);
2. Analyse business cases relevant to the topics analysed.

None. However, 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 6 credits "Undertalking in crises: from monitoring, to allwriting and tools for resolution and turnaround" to be registered. Registration is possible only after obtaining a positive evaluation in both modules and by registering for specific verbalizing sessions.

The course includes a total classroom commitment of 45 hours, equivalent to 6 training credits divided into two modules (4 with Dr. Simone Accettura and 2 with Prof. Patrizia Riva). 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 invited guests and specific assessment, constituting 50% of the final mark for attending students. Attendance is optional but recommended as case studies will be presented, experts will be invited to speak, and workshops will be conducted, facilitating learning.

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 professors will be always available for consultation with students by mail (patrizia.riva@uniupo.it; simone.accettura@studio-riva.com) and in person weekly by appointment or at the end of the lessons.
Students with physical disabilities, Learning Disabilities or Special Education Needs can request specific services and tools via the Staff Sviluppo e Coordinamento Carriere e Servizi alle Studentesse e agli Studenti, consulting the University webpage: https://www.uniupo.it/en/services/services-students-physical-or-learning-disabilities
Students with disabilities, learning disabilities or special education needs, once they have contacted the University Staff, can refer to the tutor in charge of the course to define the examination modalities, concerning academic aspects.

ATTENDING STUDENTS
The evaluation of the attending student includes:
1. carrying out group work for each of the two modules of the course which must be presented in the classroom at the beginning of the lesson in which the topic is presented and in Module B in the presence of company witnesses;
2. two written self-assessment tests as indicated in the analytical program above (the first on the lessons of the first module and the second on the lessons of the second module), or a single written test by the winter roll calls of the 2026-2027 academic year;
3. the possibility of obtaining 2 additional points in the final grade by actively attending and participating in all lessons of Module A;
4. the possibility of obtaining 1 additional point to the final grade by actively attending and participating in all 5 testimonies and the Module B workshop.
The student who holds the two group jobs and who attends ’80% of the lessons is attending. The final evaluation of each module will be broken down as follows: group work: weight 50% Final written examination: weight 50% Total weight 100%. To the grade thus determined will be added, if obtained, 1 point for each module for participation in the activities/testimonials that will be organized by the teachers. Group work consists of two assignments relating to the discussion of:
• for Module A - a topic chosen by students at the beginning of the course from those indicated by Dr. Accettura in the analytical program, students will have to start by studying the course textbook on the chosen topic and then carry out their own research and in-depth studies;
• for Module B - a business case chosen from those indicated by Professor Riva in the analytical program, students will have to carry out their own research on the websites of the companies under investigation starting from reading the textbook.
The exam will be evaluated according to the following criteria:
Not suitable: deficiencies and/or inaccuracies in the knowledge and understanding of the topics; limited analytical and synthesis skills, frequent generalizations, and limited judgment; topics presented incoherently.
18–20: barely sufficient knowledge and understanding of the topics; sufficient analytical and synthesis skills and independent judgment; topics presented with limited coherence and using non-technical language.
21–23: routine knowledge and understanding of the topics; sound analytical and synthesis skills with sufficiently coherent logical argumentation and appropriate/technical language.
24–26: fair knowledge and understanding of the topics; good analytical and synthesis skills with arguments presented rigorously.
27–29: comprehensive knowledge and understanding of the topics; notable analytical and synthesis skills; good independent judgment; topics presented rigorously using technical language.
30–30L: excellent level of knowledge and in-depth understanding of the topics; excellent analytical and synthesis skills and independent judgment; arguments presented originally using appropriate technical language.

NON-ATTENDING STUDENT
A student who does NOT perform group work or someone who, despite having performed group work, takes the exam after March 2027 is considered non-attending. The exam will be in written form only, on the same day for both modules
STUDENTS IN ERASMUS
Students in Erasums are invited to contact the teacher by email.
RULES FOR THE REGISTRATION OF VOTES
It is recalled that this module is an integral part of a larger 12 cfu course of which it constitutes the second part. The grade obtained in this module, therefore, must be weightedly added to the grade obtained in the first module of 6 cfu “Business Crisis: From Monitoring to Alert and Resolution and Turnaround Tools” in order to be recorded. Registration is only possible after obtaining a positive evaluation in both modules and by registering for specific verbalizing sessions.

Topics studied during the course:
FIRST MODULE (Dott. Simone Accettura)
1. Presentation of the course. Economic entity and prerogatives of economic governance: business models. The definition of adequate organisational, administrative and accounting structures;
2. The actors of corporate governance: the map of the roles and tasks of the actors of corporate governance in situations of going concern. The concept of proportionality. Enron case and Parmalat case: problems and ideas for correct corporate governance;
3. The role of the Board of Directors (Board of Directors);
4. The role of Independent Directors and Committees in the Board of Directors;
5. The professional figure of the Internal Auditor (IA) and the phases of their activity;
6. Law 120/2011, c.d. Golfo-Mosca, for gender quotas and generational diversity;
7. The role of the Board of Statutory Auditors;
8. The role of the auditor;
9. Auditing principles;
10. The role of the Supervisory Body (Odv) and the organizational models provided for by Law 231/2001;
11. Adequate administrative and accounting structures;
12. The sustainability reporting;
13. Non-financial indicators for monitoring adequate organisational, administrative and accounting structures;
14. European and international trends in corporate governance: the corporate governance model in the UK, USA, France, Germany, and Japan; Company testimony;
SECOND MODULE (Prof.ssa Patrizia Riva)
1. Piquadro case – From foundation to listing;
2. Maire case – The governance of a large listed group;
3. Case – The governance of an expanding complex group;
4. Buzzi case – The role of Internal Audit;
5. Azimut Benetti case – The role of the Supervisory Body;
6. Fondamenta case – Governance in the turnaround.
7. KPMG Case.
INTEGRATION OF THE GENDER DIMENSION
The course dedicates a session to the topic of the so-called GolfoMosca Law which introduced mandatory gender quotas on the boards of directors and boards of stututory auditors of listed companies and public-owned companies. In order to create an opportunity for concrete debate on the topic of gender equality, women who hold roles of independent director, auditor, auditor, internal auditor, member of the supervisory body in important listed and unlisted companies have been invited to meet the students.
Students are also invited to the third edition of the conference “Women at the Summit” organized by the teacher. Further information will be provided in the classroom. They are invited to the first edition of the conference ”Liquidation Value of the Company in Crisis” organized by the professor, to which they were invited, Prof. Massimo Cavino, Director of the Department – DISEI, Full Professor UPO, Prof. Maurizio Comoli, President CLEA, Full Professor UPO, Dr. Andrea Panizza, President APRI, Dr. Mauro Bini, President of the Management Committee of OIV, Dr. Alessandro Turchi, accountant and member of the ODCEC Corporate Crisis Commission of Milan, Dr. Francesco Bavagnoli, accountant and associate professor at DISEI, Dr. Elisabetta Cremonini, chartered accountant, Dr. Andrea Rivolta, chartered accountant, Attorney Marina Spiotta, lawyer and associate professor at DISEI, Dr. Stefano Ambrosini, lawyer, full professor at UPO, Dr. Mauro Nicola, president of ODCEC Novara.

KNOWLEDGE AND UNDERSTANDING
Minimum pass level: Sufficient knowledge and understanding of appropriate structures, with particular reference to the main roles and tools of corporate governance.
Intermediate/advanced level: Good knowledge and understanding of the main corporate governance models and tools, the duties and responsibilities of administrative and control bodies, best practices and risk management systems, as well as sustainability and diversity issues.
ABILITY TO APPLY KNOWLEDGE AND UNDERSTANDING
Minimum pass level: Sufficient ability to apply the main corporate governance tools to the analysis of simple business cases, identifying the main risks and the relevant elements of the management, control, and control systems.
Intermediate/advanced level: Good ability to apply the acquired knowledge to the analysis of sufficiently complex business cases, assessing the governance and control systems, the main risks, and the issues related to business continuity and sustainability.
JUDGMENT SKILLS
Minimum pass level: Acquisition of sufficient judgment in selecting and using the most appropriate tools for analyzing the main issues of corporate governance, risk management, and control systems.
Intermediate/advanced level: Acquisition of satisfactory judgment in the independent analysis of governance and control systems and the main issues related to risk management, business continuity, sustainability, and value creation.
COMMUNICATION SKILLS
Minimum pass level: Acquisition of sufficient judgment in communicating clearly and rigorously, in written form, the main analyses and assessments relating to corporate governance and control systems.
Intermediate/advanced level: Good ability to communicate clearly and rigorously, both in written and oral form, analyses, assessments, and logical-deductive approaches relating to corporate governance, including through comparison with case studies and applied practices.
LEARNING SKILLS
Minimum pass level: sufficient ability to independently use reference texts, regulations, notes, and digital resources to understand and apply the main corporate governance and risk management tools.
Intermediate/advanced level: good autonomy in exploring corporate governance issues, including through comparison with best practices, interdisciplinary references, and case studies, and in applying the acquired knowledge to the analysis of sufficiently complex business situations.