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Students should have a basic knowledge of Business Administration, Financial Statements and Consolidated Financial Statements, Company Law, Cost Accounting and Management Control.
This course has a crucial role in creating specialized skills of business administration. In particular, the course intends to accustom the student to a critical review of corporate structures, processes and results. The course also aims at sensitising to: - the improvement of the quality of board-level decision making, through the preparation of ad hoc information (for instance, risk assessment and risk monitoring services, rating services, and analyses concerning social and environmental responsibility) - management control, which boosts the implementation of board-level decisions and permits to check the coherence between such decisions and the personnel’s behaviours - the verification of formal and substantial correctness of procedures, behaviours and information produced by the organisation and transferred to the board; - the analysis of communication’s clarity and transparency, in order to check its ability to meet stakeholders’ informative expectations.
The course provides an in-depth analysis of corporate governance issues, adopting a business economic approach and primarily considering the global markets and the international principles and recommendations. The program is structured in three parts concerning: - Corporate governance systems in Italy and abroad, the existing differences and convergence, and the best practices for companies’ global effectiveness - The linkage among corporate governance, management and control for the optimization of the relationships among resources, activities and performance. In this regard, the course analyses board-level control, external control and internal control - Transparency and communication to the stakeholders for the obtainment of trust and consent. In particular, the course aims at: describing the evolution of corporate governance and promoting a modern concept, which should help the companies compete in global markets; emphasizing the importance of connecting sustainable development, global responsibility, stakeholder relations management, risk management and characteristics of governance processes; providing basic skills for interacting with or participating to corporate boards and internal control bodies. The contents are updated yearly according to the evolution of the subject.
TEXTBOOK: - Salvioni D.M. (a cura di); Corporate governance, controllo e trasparenza,II edizione; FrancoAngeli; Milano; 2009; ISBN 9788856810622
JOURNAL ARTICLES: - Salvioni D.M., Bosetti L.; Corporate Governance Report and Stakeholder View; Symphonya. Emerging Issues in Management; 1/2006; http://symphonya.unimib.it/article/view/2006.1.03salvioni.bosetti/8772 - Salvioni D.M.; Intangible Assets and Internal Controls in Global Companies; Symphonya. Emerging Issues in Management; 2/2010; http://symphonya.unimib.it/article/view/2010.2.04salvioni/8859
To pass the exam, students are also expected to know corporate governance laws and recommendations discussed during the lessons and specified in the course material.
ERASMUS STUDENTS
RECOMMENDED TEXTBOOK: - Clarke T.; International corporate governance. A comparative approach; Routledge; London; 2007; ISBN 978-0415323109
JOURNAL ARTICLES: - Salvioni D.M.; Corporate Governance, Management Control and Global Competition; Symphonya. Emerging Issues in Management; 1/2005; http://symphonya.unimib.it/article/view/2005.1.03salvioni/8499 - Salvioni D.M., Bosetti L.; Corporate Governance Report and Stakeholder View; Symphonya. Emerging Issues in Management; 1/2006; http://symphonya.unimib.it/article/view/2006.1.03salvioni.bosetti/8772 - Salvioni D.M.; Market-Driven Management and Corporate Governance; Symphonya. Emerging Issues in Management; 2/2008; http://symphonya.unimib.it/article/view/2008.2.02salvioni/8812 - Salvioni D.M.; "Intangible Assets and Internal Controls in Global Companies; Symphonya. Emerging Issues in Management; 2/2010; http://symphonya.unimib.it/article/view/2010.2.04salvioni/8859
Moreover, Erasmus students can usually download the English version of corporate governance laws and recommendations from institutional websites (e.g. EU, Consob).
The courses uses traditional teaching methods (such as lectures and seminars). Active teaching can be adopted according to the number of students.
The exam is oral. Attending students can discuss an individual essay, in which they are expected to analyse a listed company’s corporate governance. Each student is supported by an academic tutor. Non-attending students are tested on the entire course program, which includes the textbooks, articles and legislation mentioned in this page.
Detailed program 1. Governance and corporate effectiveness. 2. Success key factors and governance evolution. 3. Relations among corporate boards. Corporate governance models. 4. Financial markets and corporate governance systems. 5. Which stakeholders give a corporate governance mandate? 6. Categories of directors and stakeholder protection. 7. Globalisation and convergence of corporate governance systems. 8. Corporate governance systems in Italy. 9. Corporate governance and ownership structure. 10. Laws and recommendations concerning corporate governance. 11. Corporate governance codes. 12. EU directives and key issues on the quality of governance. 13. Characteristics and trend of corporate governance in old and newly industrialised countries. 14. Control in corporate governance. 15. Control activities carried out by the board of directors and specific corporate governance bodies. 16. External controls: which categories of stakeholders do they protect? How are they activated? What do they consist in? 17. Internal control system: evolution, purposes and significant variables. 18. Internal control committees and the person responsible for internal control. 19. Risk management. 20. Compliance control and surveillance, according to the Italian Legislative Decree no. 231/2001. 21. Internal auditing. 22. Management control. 23. Transparency and corporate communication. 24. Stakeholders’ expectations and communication on corporate governance. 25. Stakeholders’ expectations and financial, social and environmental reporting. 26. Evolution of corporate reporting and implications for corporate effectiveness: trends towards 2020.