Insegnamento mutuato da: B019220 - MOD. I - CORPORATE GOVERNANCE Corso di Laurea Magistrale in FINANCE AND RISK MANAGEMENT - FINANZA E GESTIONE DEL RISCHIO
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
ricker B., (2012). Corporate Governance. Principle, Policies and Practices. Oxford University Press
Goergen M., (2012). International Corporate Governance. 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
Class sessions will be a mix of presentations/lectures, cases and topic discussions
Type of Assessment
The final exam is an essay. Students have to choose one among two questions and develop a paper on that.
To receive the highest grade, papers will:
• Be written and organized in a clear and concise manner with the use of proper language
• Have a clear, perspective/thesis
• Develop the question accurately
• Focus on the question
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 and corporate governance
19 Corporate governance in banks
20 CEO compensation in banks (paper discussion)
21 Managing conflicts
22 Managing conflicts