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 second edition of the conference “Women at the top in the profession and in justice” organized by the teacher, to which Dr. Alida Paluchowski, former president of the Bankruptcy Court of Milan, Dr. Elisabetta Cremonini, President of ODCEC Novara, Lawyer Marcella Vulcano, President of ADVISORA – Professional Association of Judicial Administrators.

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), the investor relator (IR), and the top manager (CFO);
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 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: Two workgroups; A final written exam (which will be oral if there are fewer than 5 students); e possibility of obtaining 1 additional point by attending ALL testimonies, 1 additional point for attending ALL cases included in the program. 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: 30% II group work: 30% Final written exam: 40% Total weight: 100% Additionally, 1 point for attending all the workshops and 1 point for attending all the cases will be added to the score. 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 assignments will be presented in the classroom, in the presence of the professor, guests, and company representatives. The ability to interact with these figures will also be assessed. Students will form the groups, and the number of members of each group will be established by the professor in the first lesson based on the number of students enrolled. The output of each workgroup will consist of a PowerPoint presentation of up to 25 slides. If the attending student does not pass the final written exam, they can retake it in subsequent sessions. Group work and seminar scores and points for attending workshops will only be valid until February 2026. From March 2026, the scores for group work and seminar attendance will no longer be valid, and students will be considered non-attending. 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.

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).
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.