Ateneo - UPO

The course is divided into: Part 1 –GROUP MANAGEMENT AND CONSOLIDATED FINANCIAL STATEMENT – 5 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 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. Cristina 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.

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 all focus on subject of the exam with 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 dimension.

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 half (1/2) of the final evaluation to be achieved if carried out adequately.
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 2 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 February 2027.

Course attendance is optional but highly raccomanded.
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.

For the First Part of the Course:
There will be a written exam, including answers to theory questions and an exercise on preparing consolidated financial statements.

For the Second Part of the Course:
Attending students: The written exam can be taken at the end of the course during the self-assessment test or during the winter exam sessions. The assessment of attending students includes:
• completion of a group project/assignment;
• a final written exam.
The written exam must be taken at the end of the course or during the winter exam sessions of the 2026-2027 academic year.
The student who completes the group project/assignment is considered attending.
The final grade will be distributed as follows:
• Written exam: weight 1/2
• Group work/assignment: weight 1/2
• Students can earn: 2 points for attending ALL lectures, the 6 course presentations, and the December conferences with the entire class.
Additional points will be awarded only if the module exam is taken during the winter session, i.e., by February 2027. The grade obtained in the preliminary exam must be registered, under penalty of forfeiture, by the internal exam session (February 2027).
Non-attending students: Starting from the following winter session, i.e., from March 2027, all students will be considered non-attending students. The exam will be exclusively written and will cover the entire second part of the reference textbook.
The grade obtained in Part One and Part Two of the course will contribute to the final grade based on the credits awarded for each part, calculating a weighted average (three-quarters of the first module's weight; one-quarter of the second module's weight).
Erasmus students
Erasmus students are invited to contact the instructors by email.
OVERALL ASSESSMENT
The final grade for the courses Analysis of Non-Financial Information (2 credits) and Group Economics and Consolidated Financial Statements (6 credits), for a total of 8 credits, will be assigned by mutual agreement between the instructors, taking into account the results awarded to the tests on the content of the individual modules and their different weights.
The exam will be evaluated according to the following criteria:
Unsatisfactory: deficiencies and/or inaccuracies in knowledge and understanding of the topics; limited analytical and synthesis skills; frequent generalizations and limited judgment; the topics are presented in an incoherent manner;
18-20: Barely adequate knowledge and understanding of the topics; sufficient analytical and synthesis skills and independent judgment; arguments are presented in a coherent manner and with non-technical language;
21-23: Routine knowledge and understanding of the topics; correct 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 rigorously expressed arguments.
27-29: Complete knowledge and understanding of the topics; notable analytical and synthesis skills. Good independent judgment. Arguments are presented rigorously and with technical language.
30-30L: Excellent level of knowledge and in-depth understanding of the topics. Excellent analytical, synthesis, and independent judgment skills. Arguments are expressed in an original manner and with appropriate technical language.

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.
The students are also invited to the third edition of the conference “Women at the top” at the first edition of the conference "Liquidation Value of a Company in Financial Distress", organized by the lecturer, featuring the participation of Dr. Andrea Panizza, President of APRI; Dr. Mauro Bini, Chair of the Management Committee of OIV; Dr. Alessandro Turchi, Chartered Accountant and member of the Business Crisis Commission of the ODCEC of Milan; Dr. Francesco Bavagnoli, Chartered Accountant and Associate Professor at DISEI; Dr. Andrea Rivolta, Chartered Accountant; Ms. Marina Spiotta, Attorney-at-Law and Associate Professor at DISEI; Dr. Stefano Ambrosini, Attorney-at-Law and Full Professor at UPO; Dr. Mauro Nicola, President of the ODCEC of Novara.

Part 1 – GROUPS ECONOMICS Upon completion of the course, students will be able to: 1) understand the logic behind the formation and functioning of groups; 2) understand and prepare consolidated financial statements.
For Part Two of the Course:
KNOWLEDGE AND UNDERSTANDING
Minimum pass level: Fair knowledge and understanding of the main concepts related to sustainability reporting and non-financial information, with particular reference to the main reporting standards and the reliability and assurance aspects of information.
Intermediate/advanced level: Good knowledge and understanding of the European regulatory framework for sustainability reporting, the main international GRI standards and the European ESRS standards, as well as the assurance procedures and supervisory duties of the corporate control body.
ABILITY TO APPLY KNOWLEDGE AND UNDERSTANDING
Minimum pass level: Sufficient ability to apply the main sustainability reporting criteria and standards to the analysis of simple cases, identifying the main information and procedures relevant to their reliability.
Intermediate/Advanced level: Good ability to apply acquired knowledge to the analysis of sufficiently complex business cases, evaluating the methods of constructing sustainability reporting, assurance procedures, and information collection and control processes.
JUDGMENT SKILLS
Minimum pass level: Development of sufficient judgment in analyzing the reliability of sustainability information and in identifying the main aspects relevant to reporting and related controls.
Intermediate/Advanced level: Development of satisfactory judgment in independently evaluating the methods of reporting and ensuring sustainability information, as well as the systems and procedures for collecting, managing, and monitoring information.
COMMUNICATION SKILLS
Minimum pass level: Sufficient ability to communicate clearly and with sufficient rigour, in written form, the main analyses and assessments relating to sustainability reporting.
Intermediate/Advanced level: Good ability to communicate clearly and rigorously, both in writing and orally, analyses, evaluations, and logical-deductive approaches related to sustainability reporting, assurance procedures, and information oversight.
LEARNING SKILLS
Minimum pass level: Sufficient ability to independently use regulations, reference standards, texts, and digital resources to understand and explore the main aspects of sustainability reporting.
Intermediate/Advanced level: Good ability to independently explore sustainability reporting issues, including through comparisons between international and European standards, case studies, and different assurance and oversight methods.