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GOVERNANCE AND ETHICS

Program

EN IT

Updated A.Y. 2018-2019

Overview

Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance. This course examines various contemporary aspects of corporate governance, including issues relating to responsibility, accountability, sustainability, oversight, risk, ethics and incentives.

Learning objectives

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.

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.

Prerequisites

None

Program

No differences between attending and non-attending students

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 European 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

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


Macking Judgements

- Demonstrate and ability to make assessments within the field of Corporate Governance, taking into account relevant scientific, social and ethical aspects, and demonstrate an awareness of ethical aspects of research and developmental works.

Communication skills

Will be assessed through case study discussion requiring appropriate language and through short specific questions to verify the correct understanding and appropriate use of the terminology.

Learning skills

will be assessed through the open questions formulated to require students to make connections between the topics studied and to express a personal contribution (examples of application of the concepts, case studies presented in the classroom).

Theaching methods:

1) Attend the lectures and study these teaching notes;
2) Watch/study the YouTube videos;
3) Read the Project Works discussed in previous years;
4) Complete the assignments.

References

- Teaching notes of the course (available on-line)
- Slides projected during the course
- Suggested articles