Ateneo - UPO

The course is divided into:

Part 1 –GROUP MANAGEMENT AND CONSOLIDATED FINANCIAL STATEMENT – 6 CFU (Prof. Gaudenzio Albertinazzi) - Business conbilnations other than corporate groups - Corporate groups - Transfer prices - The consolidated financial statements –

Part 2 - NON FINANCIAL DISCLOSURE 2 cfu (Prof.ssa Patrizia Riva).
In the Second Part of the course the topic of sustainability reporting (or "non-financial" reporting using the NFID 2014 wording) is addressed. The Reporting Directive (CSRD) - Directive 2464/2022/EU - has an impact on the rules of corporate sustainability reporting starting from January 2024. During classes, the most widespread document drafting standards at an international level (with a particular focus on the GRI) and the new European drafting standards (ESRS European Sustainability Reporting Standards) will be analysed. The issue of the reliability of information on sustainability will be then addressed. To this end, on the one hand the possible and different assurance procedures (reasonable/limited) by the auditors are analyzed and on the other hand a reflection is proposed on the new supervisory tasks of the the Board of Statutory Auditors on setting up and managing the information collection procedures. With the help of the textbook and participation in the lessons of company guest speakers, the following business cases will be examined: Lavazza, Maire Tecnimont, Municipality of Bologna.

Students are also invited to the conference "Women at the top. The courage to dare" organized by the teacher, to whom was invited the CEO of Illy Caffè S.p.A., Dr Cristina Scocchia.

Part 1 – GROUP MANAGEMENT AND CONSOLIDATED FINANCIAL STATEMENT - M. Cecchi, Economia dei gruppi e delle aggregazioni aziendali, Franco Angeli, 2005 (Cap. 1 e 2). - AA. VV. I prezzi di trasferimento. Determinanti e metodologie di calcolo, Egea, 2002 (Cap. 1 e 2). - A. Principe - P. Tettamanzi, Bilancio consolidato secondo i principi contabili internazionali, Egea (cap. 1-8)
For the Second Part of the course the mandatory reference text is:
- RIVA P., “Ruoli di Corporate Governance. Adeguati Assetti e Sostenibilità”, Egea, Milano, 2023 – Second Part
In addition, slides specifically prepared by the professor and the experts invited for this course will be made available to students.
Attending students: the chapters indicated in the analytical program above will be the subject of the exam and therefore only chapters 2, 3, 4, 6, 7, 8, 9, 10, 12, 15, 16 of the second part and all the in-depth works carried out during the course with the company company guest speakers.
Non-attending students: all the chapters of the "Second part" will be examined. Sustainability.” of the volume.

Part 1 – GROUP MANAGEMENT AND CONSOLIDATED FINANCIAL STATEMENT The course deals with the theme of corporate groups, in a logic of business economics. Corporate groups are compared with other business combinations, understanding their specificities, analyzing the causes of their development and training paths. The effects that belonging to a corporate group have on the corporate organization and on infra-group relations are then dealt with, considering transfer pricing. Finally, the meaning and techniques for preparing the consolidated financial statements are illustrated, with reference to national and international legislation.
The Second Part of the course aims to help students develop:
1) the knowledge of the reference models for the collection and selection of non-financial or sustainability information and for their composition in sustainability reports (DNF); 2) awareness of the need to introduce appropriate control measures to increase the levels of reliability of non-financial information (assurance by auditors and supervision by the statutory of auditors); 3) the ability to critically read documents drawn up by companies (sustainability reports/DNF).
At the end of the course, students will acquire an understanding of the themes and critical issues in their theoretical and empirical aspects and with reference to the national and international dimensio

The course can be profitably followed after acquiring the knowledge and skills of Business Administration and General Accounting.

The First Part of the course is structured with: Lessons, cases and exercises.
The Second Part of the course requires a total classroom commitment of 15 hours, equivalent to 2 training credits. Extra classroom activities consist in the study of the lessons indicated in the analytical program of the course.
Furthermore, preparing group work is recommended. The topics of the group work will be those addressed during the lessons, as indicated in the analytical program made available on UPODir. The group work must be submitted by midnight of the day before the date on which the topic will be discussed. This activity will allow you to achieve up to 2 additional points to the grade of this module if carried out appropriately.
Finally, the active attendance of all the company guest speakers (with careful ex ante reading of the proposed materials so as to prepare their discussion) will allow to achieve 1 further point.
Any additional points thus obtained will only be calculated if the exam relating to the module is taken in the summer session and therefore no later than September 2025.

Course attendance is optional.
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.

First Part:
A written test is foreseen, with answers to theory questions and with the carrying out of an exercise on the drafting of the consolidated financial statements.

For the second part of the course:

Attending students: the exam can be taken in written form at the end of the course in the pre-session or in the summer sessions and concerns only chapters 2, 3, 4, 6, 7, 8, 9, 10, 12, 15, 16 of the second part of the reference text Riva P. “Corporate Governance Roles”. The student who carries out group work is considered to be attending. As anticipated, attending students can achieve the following additional points:
• 2 points for team work;
• 1 point for participatory presence in all the testimonies of the course.
The additional points will only be calculated if the exam relating to the module is taken by the summer session (September 2025). The vote obtained in the pre-appeal must be recorded, under penalty of forfeiture, by the summer session (September 2025).

Non-attending students: Starting from the following winter session and therefore from January 2025 all students will be considered non-attending, the exam will be exclusively written and will focus on the entire second part of the reference book.

The grade obtained in the First Part of the course and the grade achieved in the Second Part of the course contribute to the formation of the final grade based on the credits recognized for each part and, therefore, calculating a weighted average (weight of the first module: three quarters; weight of second module: a quarter).

Part 1 – GROUP MANAGEMENT AND CONSOLIDATED FINANCIAL STATEMENT- Business combinations - Corporate groups: definition and types - Methods of corporate groups constitution and reorganization - Corporate group structure and operating mechanisms: the transfer pricing problem - Financial leverage and equity leverage - The multiplication of participation levels and the majority bonus - Consolidation theories and techniques - The scope of consolidation - Consolidation adjustments - Exercises on the consolidated financial statements
Topics of the Second Part of the Course:
1. History of non-financial information, NFRD Directive, Decree 254/2016, CSRD Directive
2. What principles for drafting? GRI, ESRS
3. The auditor's Assurance on the NFS. Company guest speaker.
4. The role of the board of auditors with reference to the collection of non-financial information. Focus on listed companies. Company guest speaker.
5. Maire Tecnimont's sustainability report. Company guest speaker.
6. Assurance on Lavazza's sustainability report. Company guest speaker.
7. Reporting of territorial public value: Municipality of Bologna, Municipality of Sasso Marconi, Union of Romagna Faentina. Company guest speaker.
8. Non-financial information in SMEs

INTEGRATION OF THE GENDER DIMENSION
The course pays attention to the topic of gender integration. In order to create an opportunity for concrete debate on the topic of gender equality, women who hold the role of responsible for the implementation of sustainability reporting in companies and entities, partners in leading auditing firms, have been invited to meet the students.

Part 1 – GROUP MANAGEMENT AND CONSOLIDATED FINANCIAL STATEMENT - At the end of the course, students will be able to: 1) understand the logic of corporate group formation and functioning; 2) understand and prepare the consolidated financial statements
Per la Seconda Parte del Corso:
1. Apply knowledge and understanding.
The knowledge acquired during the course must allow the student to use the skills and competences discussed both at a theoretical level by studying the international, European and national reference standars and at a more operative level by approaching the reading of real sustainability reports. In particular, the student will be able to acquire, thanks also to group work which requires planning, research for information and exposure to the class, the technical language of the subject.
2. Making judgments.
The course will allow the students to develop autonomy of judgment and will enable them to express considerations and reflections with reference to: 1) the in-depth topic, with independent research, during group work; 2) the cases studied in class with the support of the textbook and with the opportunity to dialogue with company guest speakers.
3. Communication skills.
Based on the knowledge acquired, the student will be able to develop communication and relational skills useful for consciously carrying out the activities necessary to compose reliable sustainability reports.
4. Learning skills.
The course will allow the student to map the topic of sustainability reporting using: 1) first a historical approach, 2) then focusing on the most recently established standards and models that have become regulatory references and 3) finally approaching the reading and interpretation of the reports ( DNF) drawn up in real word by companies with greater flexibility and ability to understand the changes in time, the strengths and the possible weaknesses.