Z-LAB JUST TRANSITION

The course introduces students to the principles and tools of Sustainable Governance within the framework of the Just Transition, with a specific focus on how companies, entities and organizations can generate economic value together with environmental responsibility, social equity, trust and institutional legitimacy. The module aims to develop an advanced understanding of contemporary governance models: from the transition from shareholder capitalism to stakeholder capitalism, to regenerative leadership, TEAL organizations, Diversity, Equity and Inclusion, and the integrated management of risk, compliance and sustainability. A specific part of the course is devoted to integrated valuation, understood as an advanced approach to assessing company performance beyond financial indicators. Students will examine how reputation, credibility, legitimacy, stakeholder trust, ESG factors, governance and organizational resilience contribute to long-term sustainable value creation. The course is designed to prepare forward-looking professionals able to interpret the regulatory, technological and managerial transformations affecting sustainable governance, and to contribute to the design of more transparent, inclusive, responsible and future-oriented organizations.

No formal prerequisites are required. However, basic knowledge of business administration, corporate strategy, business law, organization studies and sustainability is recommended. Active participation in the course requires an interest in corporate governance, corporate responsibility, sustainable transition, digital innovation and the measurement of value beyond the economic and financial dimension.

By the end of the course, students will be able to: - distinguish governance, government and sustainable governance, understanding their strategic and organizational implications; - explain the transition from shareholder capitalism to stakeholder capitalism and the role of stakeholders in value creation models; - understand the principles of regenerative leadership, DEI and TEAL organizations; - analyze the fundamentals of governance, risk management, compliance, ESG strategy and sustainability reporting; - interpret the role of CSRD, EFRAG, GRI, double materiality and stakeholder expectations in sustainability reporting processes; - apply the concept of integrated valuation to assess companies in terms of economic, reputational, relational, institutional and sustainable value; - evaluate the impact of AI, blockchain, DAOs, big data and smart contracts on governance systems; - propose realistic GRC + ESG improvement roadmaps based on business cases; - communicate professional analyses, proposals and assessments related to sustainable governance.

The course addresses Sustainable Governance as an integrated field combining strategy, law, sustainability, compliance, technology and organizational transformation. Main contents include: distinction between governance and government; definition and relevance of sustainable governance; evolution from shareholder capitalism to stakeholder capitalism; regenerative leadership; functional diversity on boards; committee structures; direction and coordination in parent companies; governance of corporate groups; Diversity, Equity and Inclusion; TEAL organizations and new leadership models; Governance, Risk Management and Compliance; ESG strategy and sustainability reporting; Tax Control Framework and integrated compliance; CSRD, EFRAG, GRI, double materiality and stakeholder expectations; integrated valuation of the company; technological innovation in governance, with a focus on DAOs, blockchain, AI, big data and smart contracts; generational transition, asset protection and business continuity; future trends in sustainable governance. The course combines theoretical lectures, practical cases and applied activities, including the GreenPay S.r.l. case study and the development of a GRC + ESG improvement roadmap.

Reference materials: - Lecture slides, handouts and additional materials provided by the instructor. - Official documentation on CSRD, EFRAG/ESRS standards, GRI Standards and sustainability reporting. - Case materials on GreenPay S.r.l. and other classroom simulations. - R. E. Freeman, Strategic Management: A Stakeholder Approach, selected materials. - F. Laloux, Reinventing Organizations, selected materials on the TEAL model. - OECD, Principles of Corporate Governance, selected materials. - Additional academic and professional readings will be indicated during the course according to the topics covered.

The course adopts an integrated and applied teaching approach based on lectures, guided discussions, case analysis, exercises, group work and project work. Theoretical lectures introduce the key concepts of sustainable governance, stakeholder capitalism, regenerative leadership, DEI, TEAL organization, GRC, sustainability reporting, integrated valuation, technological innovation and generational transition. Applied activities allow students to translate concepts into operational tools through business case analysis, GRC + ESG roadmap design, stakeholder assessment, risk identification and the simulation of governance decisions. Active participation is considered an essential part of the learning process.

Attendance is recorded through the BEACON system. Students are considered attending students (compliant status) if they actively participate in at least 70% of classes. Students who do not reach the minimum threshold of 70% in-class attendance are classified as non-compliant. Students may be exempted from compulsory attendance, subject to approval by the School and notification to instructors through MyLuiss, in cases of documented health issues, documented work commitments or internships, competitive sports activities recognized by the University, or participation in international mobility programmes (e.g. Double Degree, Erasmus). Attending students (compliant) Assessment consists of: - Continuous assessment: 1/3 of the final grade, compulsory during the semester. It includes: active participation and contribution to discussions and exercises (20% of the continuous assessment); individual or group analyses on sustainable governance, GRC, ESG, reporting and integrated valuation (30%); applied project work on the GreenPay S.r.l. case, including the design of a GRC + ESG roadmap and its classroom presentation/discussion (50%). In case of absence or withdrawal from one or more mid-term activities, the grade for the relevant activity is 0 and is included in the overall continuous assessment average. - Individual final exam: 2/3 of the final grade, in the exam dates scheduled at the end of the semester in which the course is delivered. The exam is an oral exam with official grade recording and covers the course contents, the teaching materials indicated by the instructor and the critical discussion of a sustainable governance case or applied scenario. The combination of continuous assessment (1/3) and final exam (2/3) applies only to the exam dates scheduled at the end of the semester in which the course is delivered. In subsequent exam sessions (retake sessions), assessment is based exclusively on a single final exam worth 100% of the grade. Students exempted from compulsory attendance or non-compliant students Assessment is based on an individual final exam worth 100% of the overall grade. The exam is an oral exam with official grade recording and includes an appropriate additional workload to compensate for non-participation in semester activities: all course materials, instructor slides and handouts, official documentation on CSRD, EFRAG/ESRS, GRI and sustainability reporting, GreenPay S.r.l. case materials, and any further academic/professional readings indicated during the course. The exam includes theoretical questions, links between governance, sustainability, compliance, technology and value creation, and the discussion of an applied case or GRC + ESG roadmap. Evaluation criteria and operational rules Evaluation criteria include: understanding of theoretical concepts; ability to apply them to concrete cases; quality of analysis; coherence and realism of operational proposals; ability to connect governance, sustainability, compliance, technology and long-term sustainable value; clarity of presentation; argumentative rigor; appropriate use of materials and sources. Starting from the 2025/2026 cohort, skipping an exam date and refusing a grade are no longer available. Withdrawal is allowed according to University rules: in an oral exam with official grade recording, until the instructor has expressed the grade out of thirty before official recording; in a written exam followed by an oral exam with official grade recording, throughout the written exam or during the subsequent oral exam as described above; in a written exam with official grade recording, until the end of the exam.

A final thesis or paper may be assigned to students who demonstrate a specific interest consistent with the course topics and who propose a clearly defined research project. Preferred thematic areas include: sustainable governance, stakeholder capitalism, regenerative leadership, DEI, TEAL organizations, GRC, ESG compliance, sustainability reporting, integrated valuation, digital innovation in governance, generational transition, asset protection and Just Transition. Assignment will be evaluated on the basis of topic coherence, project feasibility, availability of sources and cases, quality of the initial proposal and the student's ability to develop a critical and applied analysis.