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), 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 practical examples (Azimut Benetti SpA, Maire Tecnimont SpA, MARR SpA, Fondamenta SpA) 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, president of ODCEC Novara.

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 4 ECTS credits, corresponding to 30 hours of classroom instruction. Overall, the course comprises approximately 20 hours of direct instruction (DE) and 10 hours of interactive instruction (DI), with flexible proportions within each lesson.
The course enables students to map out all corporate governance roles—that is, the roles involved in governing the enterprise. Specifically, students will:
be able to understand the roles, concrete tasks, operational approaches, and behavioral principles of executive and non-executive directors, independent directors (IDs), members of the board of statutory auditors, external auditors, the supervisory body (OdV), the internal auditor (IA), the investor relations officer (IR), and the chief financial officer (CFO);
analyze business cases relevant to the topics covered.

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 8 credits "Legal Aspects of Corporate Governance" 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 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 invited guests and specific assessment, constituting 60% 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 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.
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 assessment for attending students consists of:
1. 1. carrying out two group tasks;
2. 2. two written tests as indicated in the analytical program above (the first on lessons 1 to 7 and the second on lessons 9 to 16), or a single written test by the winter roll calls of the 2026-2027 academic year.
3. 3. the possibility of obtaining 2 additional points by attending ALL the testimonies, ALL the cases foreseen in the program and the TWO December conferences organised by the teacher (dates and details will be communicated in the classroom).
The student who does the two group jobs is considered to be attending. The final evaluation will be divided as follows: I group work: weight 30% II group work: weight 30% Written final examination: weight 20% first self-assessment test and weight 20% second self-assessment test weight 100%. If obtained, 2 points will be added to the resulting grade for the frequency of all testimonies, the frequency of all cases, and participation in the two December conferences organized by the teacher.
Group work consists of two assignments:
• 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, MARR SpA, Fondamenta SpA.
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 STUDENTS
The assessment for non-attending students 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 non-attending.
ERASMUS STUDENTS
Students in Erasmus are invited to contact the professor via email.

REGISTRATION RULES
As mentioned, this module is part of a larger 12-credit course. The mark obtained in this module must be added in a weighted manner with the mark obtained in the first module of 8 credits "Legal Aspects of Corporate Governance" to be registered. Registration is only possible after obtaining a positive evaluation in both modules and by registering for specific verbalizing sessions.

Topics studied during the course:
1. Presentation of the course. The Azimut Benetti Yacht case. Company testimony.
2. Economic entity and prerogatives of economic governance: business models: the Enron case and the Parmalat case;
3. The actors of corporate governance: the map of the roles and tasks of the actors of corporate governance in situations of going concern; the role of the Board of Directors (Board of Directors);
4. The role of the Administrative and Financial Director and the relevance of reporting processes. Company testimony;
5. The role of Independent Directors and Committees in the Board of Directors. Company testimony;
6. The professional figure of the Internal Auditor (IA) and the phases of their activity. Company testimony;
7. Law 120/2011, c.d. Golfo-Mosca, for gender quotas and generational diversity. Company testimony;
8. The role of the Board of Statutory Auditors and the auditor. Company testimony;
9. Presentation of Group work;
10. The role of the Supervisory Body (Odv) and the organizational models provided for by Law 231/2001. Company testimony;
11. The Sarbanes Oxley Act (SOX): the relevance of the independence of controls. The international context; Company testimony;
12. Analysis of potential overlaps between control areas; Company testimony;
13. Governance in early warning and turnaround. Company testimony;
14. The relevance of the professional figure of Investor Relator (IR); Company testimony;
15. Governance: application of the Corporate Governance Code and incentive mechanisms in listed companies; Company testimony;
16. European and international trends in corporate governance: the corporate governance model in the UK, USA, France, Germany, and Japan; Company testimony.
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.
A conference is organized at the beginning of December, now in its second edition, on the theme “Women at the top”, this year dedicated to the profession and justice sector.
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.