The course is designed to introduce students to the knowledge of the functioning, structure and composition of corporate governance models and to understanding the issues related to internal control mechanisms. The course aims to provide students with a pragmatic approach that will guide them, by case studies, to the design of governance and internal control models and to the drafting of documents relating to the internal control system.
- will know models, methods and tools to analyse and assess corporate governance models and internal control systems
1. Main issues related to corporate governance models (24 hrs)
The historical evolution of corporate governance; the birth of the public company, the importance of corporate governance at the beginning of the third millennium and the corporate governance Codes; the narrow and widespread concept of corporate governance; main concepts of the value creation theory; the shareholder theory; the stakeholder theory; effectiveness of a corporate governance system.
2. The internal control system: subjects, roles and relationships (24 hrs)
Early studies on control system in the business literature; the latest trends in control system studies; the subjective dimension of the control system: definition and roles; a theoretical framework on the subjective dimension: organizational structure, control culture and control style; the effectiveness of the control system: methodologies and instruments
3. Internal Auditing (24 h)
Definition of Internal auditing; the main internal auditing evaluations: risk management and internal control (CoSo Report, ERM, CoSo III for financial reporting model, CoCo, COBIT and the ISO 9000); the risk assessment process; the different types of auditing; the Control and Risk Self Assessment (CRSA); the internal auditing plan; the process of internal auditing.
Course contents can be divided into 3 main macro-topics:
1. main issues relating to corporate governance;
2. the internal control system: persons, roles and relationships;
3. internal auditing.
Lectures, tutorials and case studies.
Zattoni A (2006), Assetti proprietari e corporate governance, Egea, Milano. Capitoli: I e II.
Borsa Italiana, Il codice di Autodisciplina. (www.borsaitaliana.it)
Lamboglia R. (2012), La componente immateriale e organizzativa del sistema di controllo aziendale. Una proposta di analisi e di misurazione delle condizioni di efficacia, Giappichelli Editore, Torino. Capitoli: I, III e IV
Dittmeier C., Internal Auditing. Chiave per la corporate governance, Egea Editore, Milano, II edizione. Capitoli:1, 2, 5, 6, 8, 9, 10, 11.
The assessment of expected learning outcomes will take place in several ways and at different times. Specifically, learning outcomes will be verified in itinere through training tests based on: Tests aimed at knowledge assessment; Case studies, aimed at skills assessment. At the end of the course the expected learning outcomes will be verified by a written test. Depending on the number of enrolled students, the module coordinator should provide a preliminary written test consisting of questions and exercises. The successful written test will allow students to have access to the oral exam.