B028962 - MOD.I-CORPORATE GOVERNANCE (SINGLE MODULE)

INGLESE

The main topics are:
- Definitions of corporate governance.
- Main theories of corporate governance.
- Corporate governance systems (outsider systems versus outsider systems).
- Structure, functions and roles of boards of directors.
- Compensation and stock options.
- Owership and control
- Corporate governance codes around the world.
- Corporate governance and the value for shareholders and stakeholders.
- Corporate governance in banks.
- Concrete examples of “good” and “bad” governance

Zattoni A. (2020). Corporate Governance. Egea. (selected chapters)
Tricker B., (2012). Corporate Governance. Principle, Policies and Practices. Oxford University Press (selected chapters)
Goergen M., (2012). International Corporate Governance. Pearson ed. (selected chapters)

N.B. Alternately to Goergen (2012):

Goergen (2018) may

Goergen M., (2018). Corporate Governance. A golbal perspective. Pearson ed.

This course aims to provide a deep understanding of the fundamentals of corporate governance from a variety of angles – the board of directors, senior management, investors, media, regulators and society – and from an international perspective. It focuses on
assessing the effectiveness and execution of governance roles and responsibilities

none

Class sessions will be a mix of presentations/lectures, cases and class discussions.

Moodle will be our platform to upload documents, papers and send messages to students

Students are required to develop a final essay in class (written exam).
They will have 40 minutes to complete the exam.

1 Introduction to corporate governance:
2 Why does corporate governance matter? The evolution of corporate governance and its definitions
3 Corporate governance in an international perspective: taxonomies of corporate governance systems. Paper discussion: “Politically connected firms”
4 Theories and philosophies of corporate governance
5 Multiple agency costs (Paper discussion: “Minority shareholders vs large shareholder”)
6 control vs ownership rights
7 Outsider corporate governance systems (UK and US)
8 Insider corporate governance systems: Focus on Italy
9 Insider corporate governance systems: Focus on Germany
11 How do boards of directors work? Structure, functions and processes
12 Board composition
13 Independent directors/ busy directors
14 Diversity in the boardroom and Board effectiveness
15 Compensation structures of directors and incentive schemes. Stock options: a (un)useful incentive tool
16 Incentivizing and disciplining managers
17 Corporate governance and debtholders
18 CSR, ESG and corporate governance
19 Corporate governance in banks
20 CEO compensation in banks (paper discussion)
21 Managing conflicts
22 Managing conflicts
23 Leadership
24 Leardership

A detailed program is provided in moodle

5 - Gender equality
13 - climate action
16- Peace, justice and string institutions