Corporate Governance (2020/2021)

Learning outcomes

The course aims at developing Ph.D. students’ knowledge about the theoretical framework of Corporate Governance (CG), making them understanding how and from where the problem of governance arises in states, public and private entities.
The solution to this problem should promote transparent and efficient markets, be consistent with the rule of law and clearly articulate the division of responsibilities among different supervisory, regulatory and enforcement authorities.
Focussing on a corporate level, lectures will show how firms are controlled, who actually exercise this control, the way to reduce and manage corporate risk through effective internal control systems, and mechanisms driving the distribution of the created value among shareholders.
The historical evolution of theories regarding CG and different related topics are both considered, to get tools useful to carry on (or to understand) CG research, and to better understand and use related methodologies. Some CG papers regarding CG will examined in a critical way.
The course will provide the students the opportunity to (a) understand and debate the current and up-to-date scientific research on CG through the analysis of some of the CG papers presented in recent international conferences; (b) listen to current researches developed by scholars belonging to our university; (c) discuss some recent papers dealing with CG topics with an active contribution by the PhD Students themselves.

1° Basic issues of Corporate Governance
• The CG in the post-modern forms of economic and political organizations: the governance of state, public entities and corporates
• The international debate about CG
• Differences between governance and management
• Different forms of corporate control

2° The theoretical framework of CG
• From the agency cost theory to the stakeholder theory
• The institutional theories of the firm
• Firm paradigms in economics and management theory • The Italian perspectives of CG
• International research mainstreams in CG

3° Financial markets, institutional investors and corporate governance: the international context
• Anglo-American forms of control and related capitalism
• German and Japanese form of control and related capitalism
• The “Latin” and Italian path towards capitalism
• The SMEs (Small Medium Enterprises) in the Italian market
• The division of responsibilities among different supervisory, regulatory and enforcement authorities

4° Key issues in CG
• The structure of CG regulation: the body of principles acting worldwide and
in single countries
• Interaction among boards, committees and statutory auditors in different kinds of governance structures
• The role and composition of the board of directors • The role and composition of the auditory systems
• The remuneration of directors and senior executives

5° The internal control system
•Identifying, measuring, managing and monitoring corporate risks
•Different models of internal control systems
•The compliance risks
•The risk management function
•The system of internal audit

6° The CG in SMEs
• International research about SMEs
• The family business
• The relationship between family and corporate level
• The succession problems in SMEs and family business
• Information quality in SMEs and family business

7° CG and value creation
• Accountability in CG systems
• Compliance, knowledge and performance in an integrated CG View
• Relationship among CG, corporate information and value production for stakeholders

8° Doing research in Corporate Governance
• CG and quantitative research
• CG and qualitative research
• Accounting and Governance research
• Accounting history and Governance research

The evaluation of Ph.D. students is based:
• 40% on classroom presentation and discussion of papers;
• 60% on a paper to be written by each student at the end of the course.