GOVERNANCE AND CORPORATE AUDIT SYSTEMS - UNIT 1
Learning outcomes of the course unit
a. Knowledge and understanding: in the first part of the course students learn corporate governance issues, with particular reference to the bodies, functions, and the way through which the control is developed over the enterprises operations (and in particular inside groups, listed and unlisted companies).
In the second part of the course students know auditing issues, with particular reference to the different approaches to ” contents controls” and “legitimacy controls” attributed to the statutory auditors and to the “external” auditors.
b. Applying knowledge and understanding: students will be able to interpret the most important analysis models for corporate governance systems adopted by the enterprises, as well as to understand the key issues related to the design and operation of internal control systems. In addition, students will be able to interpret and apply the most common audit techniques.
c. Making judgments: students will be able to successfully solve the logical interpretation of corporate governance systems and the definition of the auditing procedures.
d. Communication skills: at the end of the course, students will acquire the ability to analyze problems (problem solving skills), the interpersonal skills and the communication skills in written and oral form and with
different stakeholders. The acquisition of communication skills is achieved through the participation to case studies as well as through the presentation of the results of individual work or group work on items or
business cases presented by the professor, in streaming or physically.
e. Ability to learn: the course aims to support students learning through a correct approach to individual study and through the discussion with professor and colleagues of business cases.
Course contents summary
he course is composed by two Parts.
The first part of the course will cover the following topics:
- corporate governance systems, with particular attention to the relations between ownership, management board and auditors;
- functions and responsibilities of the board of statutory auditors (“Collegio Sindacale”) and external auditors (“Revisori legali”);
- accounting, legal and management control;
- indipendence of auditors and rules of behaviour;
- the internal control system and the external audit;
- characteristics of the internal audit function, risk management function and fraud management function;
- the corporate governance system in small and medium enterprises (SME);
- issues related to corporate governance system and the shareholder agreements, related parties transactions, direction and coordination activity (ex art. 2497 c.c.), whistelblowing and the rules of the Decree Law 231/2001.
- disclosure of economic and financial informations;
- non financial disclosure.
The second part of the course deals with:
- specific matters relating to financial auditing
- relationship between auditing activity and internal control system
- risks in the auditing process
- financial statements auditing
- methods for ensuring and grading the reliability of economic and financial informations.
FELLEGARA A.M. (a cura di), Governo, controllo e informazione societaria
nei gruppi aziendali, McGraw-Hill, Milano, 2009.
A.M. FELLEGARA (a cura di), Manuale di revisione legale. Logiche e strumenti, G. Giappichelli Editore, Torino, 2020.
Consiglio Nazionale dei Dottori Commercialisti e Consiglio Nazionale dei Ragionieri, Principi di revisione, Giuffrè, Milano.
Borsa Italiana, Corporate Governance Committee, Corporate Governance Code, 2018.
Papers and documents given by the Professor/s on “Elly” IT platform.
Lectures (physical presence, or in streaming according to the evolution of the pandemic), seminars, group works and case studies.
The video lessons will remain present on the elly portal during the semester of teaching, up to the exam session.
Assessment methods and criteria
he assessment of the learning ability will be done with an oral exam, through which students student will be required to process the knowledge acquired through the answer to “open” questions. This test will take place in physical presence, or through the Teams platform if there will be a worsening of the pandemic situation.
There are 4 “open” questions, each one having the same weight in the overall evaluation in 30/30; 2 questions will focus on the topics covered in the first Module (first part of the exam), 2 questions will focus on the topics covered in the second Module (second part of the exam).
The two parts will be evaluated in 30/30; the final mark will be the average of the mark obtained in the two parts.
A sufficient evaluation is needed in both parts of the exam.
This method of verifying learning will make it possible to ascertain the knowledge acquired and the ability to apply this knowledge, as well as the ability to communicate with appropriate technical language and express judgments in an autonomous form on the subjects being assessed.
Moreover, the ability to work in a group will be ascertained through the supervision, by the professor, of the group work and/or case studies elaborated during the course, with particular reference to what was dealt with in the first module.
The group work will be differently developed in consideration of the number of participating students, but will provide the assignment of 0, 1, 2 or 3 points (depending on the results obtained) to be added to the final evaluation acquired by supporting the final exam.
The student will have to demonstrate that he/she has understood, and be able to apply, the fundamental concepts of each subject dealt with.
The use of texts during the performance of the oral exam test is not permitted. The results will be communicated to the students through the information system used in this regard by the Department of Economic and Business Sciences (Esse3).
Moreover, the verification of learning can consider the sustaining of an ongoing test, during the course, concerning the topics of the first Module. In this case, the test will last 45 minutes, and will consist of 2 open questions, with the same weight, and the result will be expressed in 30/30. In this case, the results will be visible within the "Elly" portal within two weeks of carrying out the test in progress.
The score obtained in this way can be added (on average) to the score obtained in the performance of the only test concerning the second Module (also expressed in thirtieths) to be necessarily supported in the winter session, and not for more than once.
Otherwise, the proof must be supported in its "whole/full" version as previously described.
If the average of the marks of the different tests gives rise to decimal values, the evaluation will be approximated upwards if the first decimal place is equal to 5 or a number higher than it.
The “praise” will be given to those particularly deserving students who, in addition to having complied with the requirements necessary to obtain a full assessment (maximum score obtained in the answer to each of the questions of the first and second module), in the course of the exam have demonstrated an overall appreciable systematic knowledge of the subject, an excellent ability to apply the knowledge acquired to the specific problem in question, a significant autonomy of judgment, as well as special care in the formal drafting of the report.
The “praise” can also be attributed to students who have acquired the full evaluation as the sum between the evaluation of the final exam and points acquired with group work and/or case studies. In this case, however, a full assessment must have been obtained in the evaluation of at least one of the two “stand-alone” modules.