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.

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 particolar, students will:
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);
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 assessment for attending students consists of:
Group work for each of the two modules of the course according to the instructions that will be provided in the classroom by the teachers;
two written tests as indicated in the analytical program (the first on the lessons of the first module and the second on the lessons of the second module), or a single written test within the winter exam sessions of the 2025-2026 academic year;
possibility of obtaining 1 additional point for each module by attending and actively participating in the activities/testimonies that will be organized by the teachers and communicated by the start of the lessons.
To be considered an attending student, you must take part in the two workgroups and attend 80% of the lessons. The final evaluation of each module will be divided as follows: group work: weight 50% Final written exam: weight 50% Total weight 100%. Additionally, if achieved, 1 point for each module for participation in the activities/testimonies that will be organized by the teachers. The group work consists of two assignments relating to the discussion of:
For the first module - a theme chosen by the students at the beginning of the course from among those indicated by the teacher;
For the second module - a business case chosen from those indicated by the teacher
The formation of the groups will be the responsibility of the students; the number of members of each group will be established by the teacher in the first lesson based on the number of students enrolled in the course. The output of each group work will consist of a PPT presentation of a maximum of 25 slides. The slides must be sent by the group to the teacher via email by midnight the day before the presentation and a printed copy must be delivered to the teacher at the time of presentation in the classroom. In the event that the attending student does not pass the final exam, he/she will be able to repeat it in subsequent sessions. However, the grade of the group works will remain valid ONLY until February 2026. From March 2026, the evaluation of the group works will no longer be valid and in fact all students will be considered not attending.
Non-Attending Students
The student who does NOT carry out the group work or the one who, despite having carried out the group work, takes the exam after March 2026 is considered not attending. The exam will be exclusively in written form, on the same day for both modules.
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 6 credits "Undertalking in crises: from monitoring, to allwriting and tools for resolution and turnaround” 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:
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;
The role of the Board of Directors (Board of Directors);
The role of Independent Directors and Committees in the Board of Directors;
The professional figure of the Internal Auditor (IA) and the phases of their activity;
Law 120/2011, c.d. Golfo-Mosca, for gender quotas and generational diversity;
The role of the Board of Statutory Auditors;
The role of the auditor;
Auditing principles;
The role of the Supervisory Body (Odv) and the organizational models provided for by Law 231/2001;
Adequate administrative and accounting structures;
The sustainability reporting;
Non-financial indicators for monitoring adequate organisational, administrative and accounting structures;
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)
Piquadro case – From foundation to listing;
Maire case – The governance of a large listed group;
Case – The governance of an expanding complex group;
Buzzi case – The role of Internal Audit;
Azimut Benetti case – The role of the Supervisory Body;
Fondamenta case – Governance in the turnaround.
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.

Learn about the corporate governance roles of the most advanced companies both with reference to the figures to whom administration is entrusted (board, AI) and to the figures to whom control is entrusted (board of statutory auditors, auditor, SB, IA).
Understand what it 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.
Knowledge and understanding. The student acquires learning and understanding skills in the field of commercial law, business and society.
Ability to apply knowledge and understanding. The student is able to critically apply the knowledge learned and in particular acquires the ability to use the models studied both with reference to companies and their different types, both with regard to relationships between shareholders and in the context of more general relationships between entrepreneurs.
Independent judgment. The student develops the ability to critically evaluate problems relating to business and corporate law and acquires orientation skills in the subject.
Communication skills. The student acquires the ability to understand and address problems connected to the world of business and society, as well as to adequately represent the knowledge learned with an appropriate technical language.
Learning ability. The student acquires the methodological foundations of legal research and develops the ability to delve deeper into the topics addressed during the course.