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GOVERNANCE AND ETHICS

Syllabus

EN IT

Learning Objectives

LEARNING OUTCOMES:
This course has three main objectives (the three WHY of the course):
The first objective is the analysis of the governance of large corporations. The aim is to allow students to evaluate the governance of those entities analyzing their actors, systems and conflict of interests. The focus on large corporations comes from the fact that their failure, due to bad governance, has undoubtedly more significant consequences and media impact, than small companies. The well-known scandals Enron, Worldcom and Parmalat are strong evidence.
The second objective is to give the principles of good governance for any type of organization (business entities and non-business entities), following the recommendations of the Italian doctrine Economia Aziendale. These principles will be compared with those of the Anglo-American theories of the firm challenged after the numerous corporate scandals and the global economic crisis.
The third objective is referred to the governance of the business groups. The interest on business group comes from the fact that large corporations (e.g. multinational corporations) in most countries are not freestanding legal entities, but belong to business groups, i.e. organizations composed by a controlling company and its subsidiaries. The most important aspects of the business group governance are the direction activity of the holding company over its subsidiaries and the governance of the transactions within the group.

KNOWLEDGE AND UNDERSTANDING:

Have demonstrated wide knowledge and understanding of corporate governance systems and their application in various contexts, with particular emphasis on:
- contemporary theories of corporate governance;
- forms of regulation of the corporate governance system on national and international level;
- ethics in corporate governance;
- contextual differences regarding the role of shareholders and stakeholders;
- contextual differences regarding different stakeholders influence regarding the government of firms;
- role and functions of the board of directors in a company and its interaction with shareholder and top management.

APPLYING KNOWLEDGE AND UNDERSTANDING

- ability to independently find and access information regarding different actors in the corporate governance system and regarding national corporate governance systems.
- ability to apply theories and models to analyze corporate governance systems and the role of different actors in the corporate governance system.
- ability to apply theories and models to analyze the role and function of different actors in the government of firms.
- ability to present their analyses and conclusions through the project works, clearly and unambiguously



MAKING JUDGEMENTS:
Develop autonomous reflections on various issues relating to corporate governance Have the ability to integrate knowledge and manage complexity, as well as to make judgments based on limited or incomplete information, including reflection on the social and ethical responsibilities related to the application of their knowledge and their judgments. The course approach seeks to link economic aspects to social and environmental ones to foster a constructive attitude towards problems through the acquisition of skills and a problem-solving mentality. The student must therefore be able to choose the approaches and tools necessary for understanding the economy and sustainability and develop the ability to collect and interpret data, as well as to use information sources.

COMMUNICATION SKILLS:
- express themselves, in written and oral form, using a technical language appropriate to the interlocutors and the reference context;
- ability to analyze problems, even complex ones;
- relational skills;
- ability to work in groups, manage stress and conflict situations.

LEARNING SKILLS:
- develop analyses on the issues of governance and ethics;
- keep up to date on the evolution of the governance legislation and on sustainability issues;
- deepen the issues related to the sustainability of the firm
- build and develop a method of study and research suitable to allow the deepening of the knowledge gained.

Prerequisites

Nothing

Program

In achieving these objectives the CoGo course wants to put the theory into practice and stimulate the cooperation among students and among students and professor.The course is divided into three parts, for a total of ten chapters:

– PART ONE: Governance and objective of the corporation
Chapter I: Corporate governance and its actors. The ownership and control
Chapter II: Corporate governance and its actors. The direction
Chapter III: Objective of the corporation
Chapter IV: Corporate governance systems around the world

– PART TWO: Principles of good governance for all the organizations
Chapter V: Economic problem, organizations and aziende (economic entity)
Chapter VI: From the objective of the corporations to the primary interest of the azienda
Chapter VII: Theoretical foundation of the “Primary interest of the azienda”

– PART THREE: Business group governance
Chapter VIII: Business groups
Chapter IX: Pyramids and the separation between control and direction of non-financial Italian family companies (study only for the PW)
Chapter X: Related party transactions and separation between control and direction in business groups

The main objectives of these parts are as follows:

Part One
– Focus on the governance of corporations, mainly the listed ones (i.e. those that offer their shares for sale upon the open market being “listed” upon the stock exchange);
– Describe the role of the actors involved;
– Describe the corporate governance systems around the world;
– For each system analyze the conflict of interests;
– Compare the Anglo-American theories of corporate governance with the approach of the Italian doctrine Economia Aziendale described in Part One.

Part Two
– Underline the importance of organization’s objectives (or purposes) for the studies on governance;
– Give an answer to the following questions: ‘‘What is an organization?’’, ‘‘What is its purpose?’’.
– Use the Italian doctrine of Economia Aziendale to find a single sustainable objective for all the different types of organizations;
– Disseminate a culture economico-aziendale;
– Propose the so-called “primary interest of the azienda common good” as a principle of good governance for all organizations;
– Specify the principle of “primary interest of the azienda” for business and non-business entities;
– Describe the advantages and disadvantages of the legal forms of business entities.

Part Three
– Focus on the governance of business groups;
– Analyze the aspect connected to the separation between ownership, control and direction in business groups;
– Analyze the perspectives through which interpret the intra-group interlocking directorship;
– Analyze the different perspectives through which analyze the so-called related party transactions, internal and external to the group.

Books

Teaching notes di "Governance and Ethics. Towards the primary interest of the firm
as a guiding principle and common good". It will be available for free in the teaching materials

Bibliography

BOWER J. L. and PAINE L. S. (2017), «The error at the heart of corporate leadership», Harvard Business Review, 95(3) pp. 50-60.
HUSE M. (2007), Board, governance and value creation: The human side of corporate governance, Cambridge University Press.
FRIEDMAN M. (1970), ‘The social responsibility of business is to increase its profits’, New York Times Magazine (September 13), 33, pp. 122-126.
FREEMAN R. E. (1984), Strategic management: A stakeholder approach, Pitman, Marsh-fild, Mass.

Teaching methods

Conventional lecture mode (frontal lesson) and interactive (the students will be required participate actively in the class discussions and group work)

Exam Rules

The method of assessment is based on Written Exam + Project Work + Online Assignments

The Written Exam (50% of the final mark) is the same for attending and non-attending students;

During the written exam students can not use any other sheet, apart from those distributed by the professor. The use of mobile phones is strictly forbidden. Thus, bring only a pen, student card or identity card;
If the written exam is passed with at least 18, students may refuse the score and come back to the next exam date (Please, come if you are well prepared!). The score obtained to the next exam date eliminate the previous one. If the score of the written exam is lower than 15 students cannot come in the next exam date;
At the end of the course there is the possibility to do a pre-exam that exonerate from the written exam of January. The final score of the pre exam is valid only for the first session (January).
For the Project Work (40% of the final mark) attending and non-attending students must present a word file and:

Attending and non-attending students can discuss their Project Work during the course (see the analytical syllabus). Presenters are exempt from the oral exam on the PW. In order to be exempt from the oral exam on the PW students need to present their PW in one of the scheduled dates;
Non-attending students and attending students who decide not to discuss the PW on the scheduled dates, have two possibilities:
they can discuss the PW on the exam date they choose for the examination. It is strongly recommended that the PW is presented, using a PPT presentation, on the same day by all members of the group. If it is not possible (e.g. because some group members are still in Erasmus) every student will be examined separately;
attending and non-attending students can also record the video of the PW discussion, uploading-it on YouTube (click here for an example).
Since the PW is strongly related to the theory asked in the written exam, the evaluation of the single student for the PW will take into account the presentation (during the course or using the YouTube video) as well as the final mark of the written exam in case of more than 5 points of discrepancy. For example, if the final mark of the PW presented by two students is 28, but one pass the written exam with 25 and the other with 18, the former will have confirmed 28 for the PW (since the discrepancy is less than 5 points, i.e. 3 points) while for the latter (the discrepancy is more than 5 points, i.e. 10 points!) the score of the PW will be the average (18+28)/2, that is 23. If the score of the written exam is higher than that of the PW, the score of the PW will not be adjusted, regardless of the discrepancy. Thus if you get 30 on the written exam and 18 to the PW, the final score of the PW is 18.
The online Assignment is worth 10% of the final mark. Students have to bring the printed copy of their assignments that will be evaluated by the professor. The assignment must be completed for the date chosen for the exam. Students do not have to complete the assignment for the pre-exam.

EXAMPLE:
Written exam: 25
Project work: 30
Assignments: 25

Final score = Written exam + Project work + Assignment = (25*50%) + (30*40%) + (25*10%) = 12,5 + 12 + 2,5 = 27

Pre-exam: Attending and non-attending students can do the pre-exam. However, it will be focused on the topics discussed during the course.

The exam will be assessed according to the following criteria:
Not suitable: important deficiencies and / or inaccuracies in the knowledge and understanding of the topics; limited capacity for analysis and synthesis, frequent generalizations and limited critical and judgment skills, the arguments are presented in an inconsistent way and with inappropriate language;
18-20: just sufficient knowledge and understanding of the topics with possible generalizations and imperfections; sufficient capacity for analysis, synthesis and autonomy of judgment, the topics are frequently exposed in an inconsistent way and with inappropriate / technical language;
21-23: Routine knowledge and understanding of topics; Ability to correct analysis and synthesis with sufficiently coherent logical argument and appropriate / technical language
24-26: Fair knowledge and understanding of the topics; good analysis and synthesis skills with rigorously expressed arguments but with a language that is not always appropriate / technical.
27-29: Complete knowledge and understanding of the topics; remarkable abilities of analysis and synthesis. Good autonomy of judgment. Topics exposed rigorously and with appropriate / technical language
30-30L: Excellent level of knowledge and in-depth understanding of the topics. Excellent skills of analysis, synthesis and autonomy of judgment. Arguments expressed in an original way and with appropriate technical language.