Corporate governance and social responsibility
PROF. FRANCESCO CHIAPPETTA; PROF. LAURA MARIA FERRI
COURSE AIMS
The 1st module explores theory and practice of Corporate Governance (CG),
including topics such as ownership structure, agency problems, structure and
functioning of the Board of Directors, shareholder activism and executive
compensation.
The 2nd module presents the topic of Corporate Social Responsibility (CSR) as a
new strategic approach to business activity. The growing importance of social and
environmental aspects in the eyes of stakeholders encourages companies to
develop more responsive and proactive strategies to tackle such challenges and
gain competitive advantage.
COURSE CONTENT
I MODULE
1. An overview of CG matters and institutions. Terminology. The shareholders vs.
stakeholders debate. Ownership structure as a determinant of CG.
2. Regulation and Self-Regulation. C.G. Codes around the world.
3. The Board of Directors. The Role of the BoD. Board structure and firm value.
The quest for an optimal board structure. Differences in Board structure. Slate
voting and minority representation. The Board Committees.
4. Corporate gatekeepers And Internal Controls. The system of corporate
gatekeepers. Enterprise risk management. Related Parties Transactions.
5. Executive Pay. The setting of executive pay. Components of executive pay.
Criticisms of current arrangements. The Pay for Performance principle and the
Say on Pay debate.
6. Shareholder Activism. Institutional investor activism. Hedge fund activism.
Activism in Europe and in the US. The Stewardship Codes experience.
II MODULE
1. The Stakeholder Theory and Stakeholder Management. Business objectives,
role of stakeholders and corporate initiatives for stakeholder engagement.
2. Integration of CSR into corporate strategy. Social and environmental aspects in
corporate strategy, benefits and problems related to CSR policies, notion of
socio-competitive synthesis.
3. CSR and Value chain. Social and environmental issues related to primary and
support activities in companies operating in different industries.
4. CSR and controversial products. How companies can be responsible when
running controversial business.
READING LIST
Module I and II
Articles will be provided at the beginning of the course and uploaded on Blackboard.
TEACHING METHOD
I MODULE
Lectures by the instructor. Active class participation based on the readings is expected.
Students are also required to participate to a group project, where they will analyse the
corporate governance of a number of companies. Further details will be given in the first
class.
II MODULE
The course is based on on lectures, case discussions and seminars with corporate
managers Students will have to participate into group projects, which will be presented
during classes.
ASSESSMENT METHOD
I MODULE
60% based on a demanding project work, based on the analysis of a single listed
company corporate governance structure; 40% based on a final exam at the end of the
module, either oral or written.
II MODULE
60% based on a demanding project work, based on the analysis of social/sustainability
policies of one company; 40% based on a final exam at the end of the module, either oral or
written. Further details on the project work method and output will be provided in the
syllabus at the beginning of the course.
FINAL GRADE
The final grade will be computed as follows: 50% grade obtained in module 1
examination, 50% grade obtained in module II examination.
Please, note that the exams of two modules are independent, therefore students can take
them on different dates. Each grade is valid for the entire academic year. Afterward,
students will have to re-take the exam of both modules.
NOTES
I MODULE
Although the module is not very quantitative: students are expected to read and
understand financial statements, and to have sufficient knowledge of the topics which are
normally part of a basic course in Corporate Finance (Finanza aziendale I or an equivalent
course) and Corporate Law (in the student’s home country).
Further information can be found on the lecturer's webpage at
http://docenti.unicatt.it/web/searchByName.do?language=ENG or on the Faculty notice
board.