The course has the purpose of supplying advanced instruments to student in order to understand the economic implication of corporate governance and internal auditing instruments

Knowledge and understanding: The course will offer key conceptual tools to analyze corporate governance issues both in large and in small companies nt. This course provides advanced knowledge and analytical resources that will enable students to understand the characteristics, strengths and weaknesses of corporate governance systems adopted by companies in different context and regulatory environments. Applying knowledge and understanding: The students will be able to: - analyse corporate governance characteristics etc. - compare pros and cons of different corporate governance systems organizational choice - analyze how and why organizations have adopted different corporate governance characteristics Making judgements: We expect students to be able to analyse corporate goverancne systems and identify possible areas of improvements They are expected to be able to discuss and evaluate corporate governance key issues. Throughout the whole course, students will be invited to critically analyze corporate governance issues, how and why certain choices are made. Communications Skills: This course will give the students the possibility to acquire and understand major terms and concepts in order to communicate their ideas, proposals, analysis and critical reasoning in the field of corporate governance. Learning skills: This course will empower students giving them the tools to determine why certain corporate governance choices are made and how different alternatives are assessed.

Introduction lesson_ Historical evolution of CG Capitalism models and italian CG model Agency Theory (type I, II, III) Corporate Social Responsibility Italian regulation on Corporate Governance_ The Board of Directors Corporate Governance code and OCSE Principles Relationship between CG and Performance The relationship between CG and Compensation Earnings Management ERM and Coso Report – Integrated Framework (x3) The internal control system of financial intermediaries The internal control system in relation of Anti money laundering Internal Auditing – The Internal Auditing function and international framework Internal Auditing definition International Professional practice framework Internal Auditing – The Internal Auditing function and international framework - The nature of internal auditing activity and the organizational framework - The objectives, powers and responsibilities Internal Auditing – IA International Standards: Risk management, control and governance Penal responsibility of companies and its effect on CG Fraud Audit Business Cases Discussion

1. Zattoni A. (2020), Corporate Governance. How to design good companies, Bocconi University Press, Egea, Milano (Capitoli 3, 6, 7, 8) 2. Coso Report (2017), Enterprise Risk Management: Integrating Strategy with performance (Executive summary) https://www.coso.org/Documents/2017-COSO-ERM-Integrating-with-Strategy-and-Performance-Executive-Summary.pdf 3. Coso Report (2006), Enterprise Risk Management: Integrated Framework (Executive Summary) https://www.coso.org/Documents/COSO-ERM-Executive-Summary.pdf

Front lessons and business cases discussion

Written exam (30%); project work (40%); discussion of business cases (30%)

For the 2024/2025 academic year, a maximum of 15 theses allocated to this course are accepted. The application window for the thesis proposal is from day 1 to 30 September 2022. The evaluation of the requests will take place by 15 October 2025. Students who have passed the exam without having "refused" the grade and who have taken the exam in attending mode can submit the application. Students must submit a thesis proposal which consists of an abstract of the thesis work. In addition to this proposal, students must submit a list indicating the exams passed on the date of submission of the application (CFU and grade). The first come first serve rule is not applied. The selection of the thesis project will be conducted on the basis of the project and only after the deadline.