I doveri e le responsabilità contabili nella corporate governance delle società di capitali

La costruzione di un modello efficiente di corporate governance deve offrire una disciplina adeguata dei doveri contabili. Ciò nonostante, gli ordinamenti giuridici configurano i doveri di contabilità in modo incompleto, giacché l’inadempimento di questi non comporta una sanzione diretta per il soggetto inadempiente. Come informazione sulla situazione economica e finanziaria della società, esiste un interesse pubblico nella contabilità, e questa può servire come base di giudizio a soggetti interni ed esterni all’impresa, nell’adozione delle sue scelte. Disporre di un’informazione falsa o inesatta al riguardo può comportare un danno ingiustificato alla società stessa, ai soci o ai terzi, che potranno esercitare le azioni precise per il risarcimento del danno cagionato. Per evitare la produzione di questi danni, da una prospettiva preventiva, la corporate governance delle società di capitali può prevedere dei meccanismi di controllo che riducano il rischio di offrire un’informazione sbagliata. Questi controlli potranno essere esercitati da soggetti interni o esterni (revisori legali) alla struttura della società, ed avranno una configurazione diversa a seconda che le società adottino una struttura monistica o dualistica di governance. Questo ci colloca di fronte ad una eventuale situazione di concorrenza delle colpe, giacché i diversi soggetti che intervengono nel processo d’elaborazione dell’informazione contabile versano la sua attuazione sullo stesso documento: il bilancio. Risulta dunque cruciale determinare il contributo effettivo di ciascuno per analizzare il suo grado di responsabilità nella produzione del danno.

Corporate Governance and Dividend Policy in European Banking

This dissertation investigates corporate governance and dividend policy in banking. This topic has recently attracted the attention of numerous scholars all over the world and currently remains one of the most discussed topics in Banking. The core of the dissertation is constituted by three papers. The first paper generalizes the main achievements in the field of relevant study using the approach of meta-analysis. The second paper provides an empirical analysis of the effect of banking corporate governance on dividend payout. Finally, the third paper investigates empirically the effect of government bailout during 2007-2010 on corporate governance and dividend policy of banks. The dissertation uses a new hand-collected data set with information on corporate governance, ownership structure and compensation structure for a sample of listed banks from 15 European countries for the period 2005-2010. The empirical papers employ such econometric approaches as Within-Group model, difference-in-difference technique, and propensity score matching method based on the Nearest Neighbor Matching estimator. The main empirical results may be summarized as follows. First, we provide evidence that CEO power and connection to government are associated with lower dividend payout ratios. This result supports the view that banking regulators are prevalently concerned about the safety of the bank, and powerful bank CEOs can afford to distribute low payout ratios, at the expense of minority shareholders. Next, we find that government bailout during 2007-2010 changes the banks’ ownership structure and helps to keep lending by bailed bank at the pre-crisis level. Finally, we provide robust evidence for increased control over the banks that receive government money. These findings show the important role of government when overcoming the consequences of the banking crisis, and high quality of governance of public bailouts in European countries.

An Input-Process-Output Approach to Interorganizational Teams: The Influence of Work Group Diversity, Trust and Shared Leadership on Communication Network and Team Outputs.

The market’s challenges bring firms to collaborate with other organizations in order to create Joint Ventures, Alliances and Consortia that are defined as “Interorganizational Networks” (IONs) (Provan, Fish and Sydow; 2007). Some of these IONs are managed through a shared partecipant governance (Provan and Kenis, 2008): a team composed by entrepreneurs and/or directors of each firm of an ION. The research is focused on these kind of management teams and it is based on an input-process-output model: some input variables (work group’s diversity, intra-team's friendship network density) have a direct influence on the process (team identification, shared leadership, interorganizational trust, team trust and intra-team's communication network density), which influence some team outputs, individual innovation behaviors and team effectiveness (team performance, work group satisfaction and ION affective commitment). Data was collected on a sample of 101 entrepreneurs grouped in 28 ION’s government teams and the research hypotheses are tested trough the path analysis and the multilevel models. As expected trust in team and shared leadership are positively and directly related to team effectiveness while team identification and interorganizational trust are indirectly related to the team outputs. The friendship network density among the team’s members has got positive effects on the trust in team and on the communication network density, and also, through the communication network density it improves the level of the teammates ION affective commitment. The shared leadership and its effects on the team effectiveness are fostered from higher level of team identification and weakened from higher level of work group diversity, specifically gender diversity. Finally, the communication network density and shared leadership at the individual level are related to the frequency of individual innovative behaviors. The dissertation’s results give a wider and more precise indication about the management of interfirm network through “shared” form of governance.

The Right to Voice: Its Realization by Estonian and American Parents in Public Schools

Investigating parents’ formal engagement opportunities in public schools serves well to characterize the relationship between states and societies. While the relationship between parental involvement and students’ academic success has been thoroughly investigated, rarely has it been seen to indicate countries’ governing regimes. The researcher was curious to see whether and how does parents’ voice differ in different democracies. The hypothesis was that in mature regimes, institutional opportunities for formal parental engagement are plenty and parents are actively involved; while in young democracies there are less opportunities and the engagement is lower. The assumption was also that parental deliberation in expressing their dissatisfaction with schools differs across democracies: where it is more intense, there it translates to higher engagement. Parents’ informedness on relevant regulations and agendas was assumed to be equally average, and their demographic background to have similar effects on engagement. The comparative, most different systems design was employed where public middle schools last graders’ parents in Tartu, Estonia and in Huntsville, Alabama the United States served as a sample. The multidimensional study includes the theoretical review, country and community analyses, institutional analysis in terms of formal parental involvement, and parents’ survey. The findings revealed sizeable differences between parents’ engagement levels in Huntsville and Tartu. The results indicate passivity in both communities, while in Tartu the engagement seems to be alarmingly low. Furthermore, Tartu parents have much less institutional opportunities to engage. In the United States, multilevel efforts to engage parents are visible from local to federal level, in Estonia similar intentions seem to be missing and meaningful parental organizations do not exist. In terms of civic education there is much room for development in both countries. The road will be longer for a young democracy Estonia in transforming its institutional systems from formally democratic to inherently inclusive.

Fattori relazionali e di coordinamento nella filiera agro-alimentare: una valutazione della governance relazionale nel settore lattiero caseario sardo

Characteristics of modern food demand force retailers to acquire more information about product process along the food supply chain to ensure that product are in accordance with consumer preference. Therefore, the product process involves more information flows between buyer and supplier which requires collaborative efforts. These changes translate into several studies on the inter-organizational relationship in agri-food systems. Studies on inter-organizational relationships have been conducted in various academic disciplines, including sociology, psychology, law, economics, marketing, management, and combination of these. Inter-organizational relationships is an interaction between organizations which involved firms horizontally, as well as, vertically. In this study we deal with vertical, buyer-seller relationship which are sometimes referred to chain relationships. We define vertical business relationship in the agriculture-food based sector as “agri-food chain relationships”. The focus is on sustainable inter-organizational relationships in a way that they can be scientifically investigated. We study characteristics which ensure that a relationship is long-lasting and rewarding for all involved parties in the sardinian dairy. We test the theoretical model using structural equation modeling. The results suggest that the most important determinant for the relationships is technology and the price isn’t significant for the relationship governance.

Peak-to-Peak Output Current Ripple Analysis in Multiphase and Multilevel Inverters

Analysis of the peak-to-peak output current ripple amplitude for multiphase and multilevel inverters is presented in this PhD thesis. The current ripple is calculated on the basis of the alternating voltage component, and peak-to-peak value is defined by the current slopes and application times of the voltage levels in a switching period. Detailed analytical expressions of peak-to-peak current ripple distribution over a fundamental period are given as function of the modulation index. For all the cases, reference is made to centered and symmetrical switching patterns, generated either by carrier-based or space vector PWM. Starting from the definition and the analysis of the output current ripple in three-phase two-level inverters, the theoretical developments have been extended to the case of multiphase inverters, with emphasis on the five- and seven-phase inverters. The instantaneous current ripple is introduced for a generic balanced multiphase loads consisting of series RL impedance and ac back emf (RLE). Simplified and effective expressions to account for the maximum of the output current ripple have been defined. The peak-to-peak current ripple diagrams are presented and discussed. The analysis of the output current ripple has been extended also to multilevel inverters, specifically three-phase three-level inverters. Also in this case, the current ripple analysis is carried out for a balanced three-phase system consisting of series RL impedance and ac back emf (RLE), representing both motor loads and grid-connected applications. The peak-to-peak current ripple diagrams are presented and discussed. In addition, simulation and experimental results are carried out to prove the validity of the analytical developments in all the cases. The cases with different phase numbers and with different number of levels are compared among them, and some useful conclusions have been pointed out. Furthermore, some application examples are given.

Arbitrary Waveform Multilevel Generator for High Voltage High Frequency Plasma Actuators

This dissertation presents the theory and the conducted activity that lead to the construction of a high voltage high frequency arbitrary waveform voltage generator. The generator has been specifically designed to supply power to a wide range of plasma actuators. The system has been completely designed, manufactured and tested at the Department of Electrical, Electronic and Information Engineering of the University of Bologna. The generator structure is based on the single phase cascaded H-bridge multilevel topology and is comprised of 24 elementary units that are series connected in order to form the typical staircase output voltage waveform of a multilevel converter. The total number of voltage levels that can be produced by the generator is 49. Each level is 600 V making the output peak-to-peak voltage equal to 28.8 kV. The large number of levels provides high resolution with respect to the output voltage having thus the possibility to generate arbitrary waveforms. Maximum frequency of operation is 20 kHz. A study of the relevant literature shows that this is the first time that a cascaded multilevel converter of such dimensions has been constructed. Isolation and control challenges had to be solved for the realization of the system. The biggest problem of the current technology in power supplies for plasma actuators is load matching. Resonant converters are the most used power supplies and are seriously affected by this problem. The manufactured generator completely solves this issue providing consistent voltage output independently of the connected load. This fact is very important when executing tests and during the comparison of the results because all measures should be comparable and not dependent from matching issues. The use of the multilevel converter for power supplying a plasma actuator is a real technological breakthrough that has provided and will continue to provide very significant experimental results.

Multilevel Domain Decomposition Algorithms for Monolithic Fluid-Structure Interaction Problems with Application to Haemodynamics

Finite element techniques for solving the problem of fluid-structure interaction of an elastic solid material in a laminar incompressible viscous flow are described. The mathematical problem consists of the Navier-Stokes equations in the Arbitrary Lagrangian-Eulerian formulation coupled with a non-linear structure model, considering the problem as one continuum. The coupling between the structure and the fluid is enforced inside a monolithic framework which computes simultaneously for the fluid and the structure unknowns within a unique solver. We used the well-known Crouzeix-Raviart finite element pair for discretization in space and the method of lines for discretization in time. A stability result using the Backward-Euler time-stepping scheme for both fluid and solid part and the finite element method for the space discretization has been proved. The resulting linear system has been solved by multilevel domain decomposition techniques. Our strategy is to solve several local subproblems over subdomain patches using the Schur-complement or GMRES smoother within a multigrid iterative solver. For validation and evaluation of the accuracy of the proposed methodology, we present corresponding results for a set of two FSI benchmark configurations which describe the self-induced elastic deformation of a beam attached to a cylinder in a laminar channel flow, allowing stationary as well as periodically oscillating deformations, and for a benchmark proposed by COMSOL multiphysics where a narrow vertical structure attached to the bottom wall of a channel bends under the force due to both viscous drag and pressure. Then, as an example of fluid-structure interaction in biomedical problems, we considered the academic numerical test which consists in simulating the pressure wave propagation through a straight compliant vessel. All the tests show the applicability and the numerical efficiency of our approach to both two-dimensional and three-dimensional problems.

La governance del sociosanitario in Emilia Romagna: Esperienze e prospettive

In un contesto dominato da invecchiamento della popolazione, prevalenza della cronicità e presenza crescente di pazienti multiproblematici e non autosufficienti è indispensabile spostare il baricentro delle cure dall'acuzie alla cronicità, e quindi assicurare la continuità e la coerenza fra i diversi setting di cura, sia sanitari che socio-sanitari (ospedale, servizi sanitari territoriali, domicilio, strutture residenziali di Long term care). Dall'analisi della letteratura emerge che il maggiore ostacolo a realizzare questa continuità è rappresentato dalla presenza, caratteristica del sistema di welfare italiano, di molteplici attori e strutture con competenze, obiettivi e funzioni diverse e separate, e la raccomandazione di lavorare per l'integrazione contemporaneamente su più livelli: - normativo-istituzionale - programmatorio - professionale e gestionale Il sistema della "governance" realizzato in Emilia-Romagna per l'integrazione socio-sanitaria è stato valutato alla luce di queste raccomandazioni, seguendo il modello della Realist evaluation per i Social complex interventions: enucleando le "teorie" alla base dell'intervento ed analizzando i diversi step della sua implementazione. Alla luce di questa valutazione, il modello della "governance" è risultato coerente con le indicazioni delle linee guida, ed effettivamente capace di produrre risultati al fine della continuità e della coerenza fra cure sanitarie e assistenza sociale e sanitaria complessa. Resta da realizzare una valutazione complessiva dell'impatto su efficacia, costi e soddisfazione dei pazienti.

Rural governance and livelihoods systems diversification in the Western Balkans: comparative case studies of Bosnia and Herzegovina, Montenegro and Serbia

Agriculture is still important for socio-economic development in rural areas of Bosnia, Montenegro and Serbia (BMS). However, for sustainable rural development rural economies should be diversified so attention should be paid also to off-farm and non-farm income-generating activities. Agricultural and rural development (ARD) processes and farm activity diversification initiatives should be well governed. The ultimate objective of this work is to explore linkages between ARD governance and rural livelihoods diversification in BMS. The thesis is based on an extended secondary data analysis and surveys. Questionnaires for ARD governance and coordination were sent via email to public, civil society and international organizations. Concerning rural livelihood diversification, the field questionnaire surveys were carried out in three rural regions of BMS. Results show that local rural livelihoods are increasingly diversified but a significant share of households are still engaged in agriculture. Diversification strategies have a chance to succeed taking into consideration the three rural regions’ assets. However, rural households have to tackle many problems for developing new income-generating activities such as the lack of financial resources. Weak business skills are also a limiting factor. Fully exploiting rural economy diversification potential in BMS requires many interventions including improving rural governance, enhancing service delivery in rural areas, upgrading rural people’s human capital, strengthening rural social capital and improving physical capital, access of the rural population to finance as well as creating a favourable and enabling legal and legislative environment fostering diversification. Governance and coordination of ARD policy design, implementation and evaluation is still challenging in the three Balkan countries and this has repercussions also on the pace of rural livelihoods diversification. Therefore, there is a strong and urgent need for mobilization of all rural stakeholders and actors through appropriate governance arrangements in order to foster rural livelihoods diversification and quality of life improvement.

Regulating State Aid: Inter-jurisdictional competition, public choice, and corporate governance

Depending on the regulatory regime they are subject to, governments may or may not be allowed to hand out state aid to private firms. The economic justification for state aid can address several issues present in the competition for capital and the competition for transfers from the state. First, there are principal-agent problems involved at several stages. Self-interested politicians might enter state aid deals that are the result of extensive rent-seeking activities of organized interest groups. Thus the institutional design of political systems will have an effect on the propensity of a jurisdiction to award state aid. Secondly, fierce competition for firm locations can lead to over-spending. This effect is stronger if the politicians do not take into account the entirety of the costs created by their participation in the firm location race. Thirdly, state aid deals can be incomplete and not in the interest of the citizens. This applies if there are no sanctions if firms do not meet their obligations from receiving aid, such as creating a certain number of jobs or not relocating again for a certain amount of time. The separation of ownership and control in modern corporations leads to principal-agent problems on the side of the aid recipient as well. Managers might receive personal benefits from subsidies, the use of which is sometimes less monitored than private finance. This can eventually be to the detriment of the shareholders. Overall, it can be concluded that state aid control should also serve the purpose of regulating the contracting between governments and firms. An extended mandate for supervision by the European Commission could include requirements to disincentive the misuse of state aid. The Commission should also focus on the corporate governance regime in place in the jurisdiction that awards the aid as well as in the recipient firm.

The Influence of Direct Democracy on Agency Costs: Lessons from Corporate Governance

This dissertation seeks to improve the usage of direct democracy in order to minimize agency cost. It first explains why insights from corporate governance can help to improve constitutional law and then identifies relevant insights from corporate governance that can make direct democracy more efficient. To accomplish this, the dissertation examines a number of questions. What are the key similarities in corporate and constitutional law? Do these similarities create agency problems that are similar enough for a comparative analysis to yield valuable insights? Once the utility of corporate governance insights is established, the dissertation answers two questions. Are initiatives necessary to minimize agency cost if referendums are already provided for? And, must the results of direct democracy be binding in order for agency cost to be minimized?

The Road to Poverty Reduction: Corporate Governance and Female Participation in MFIs

1.Microfinance Industry – Context of Analysis. This paper is an introduction to the microfinance industry. It serves as a context of analysis, for the empirical settings and basis for building the theoretical argument for the thesis. 2.Women in Microfinance Institutions: The Road to Poverty Reduction and Gender Equality? One of the unique aspects of microfinance institutions is their focus on outreach, i.e. their ability to reach the poor. This paper explores whether the presence of women in microfinance institutions is associated with improved outreach. Building on prior research that shows that women tend to improve financial performance and social responsibility, we examine an original dataset of 226 microfinance institutions. The empirical results suggest that the presence of a female CEO, female managers and female loan officers is directly related to improved outreach, while the presence of women board members is not. 3. Women in Microfinance Institutions: Is There a Trade-Off Between Outreach and Sustainability? Abstract This paper’s contribution to the understanding of microfinance is two-fold. First, while it has been shown that female CEOs in MFIs increase financial performance, it will be argued that female managers, female loan officers and female board members will do the same. Secondly, having previously shown that having a female presence in management in MFIs improves social performance the outreach, it will be argued that having females in the MFIs’ management will not lead to a trade-off between outreach and sustainability. These findings are based on an original data set of 226 MFIs. Statistical analysis demonstrates that a weak relationship between female managers and female loan officers vis-à-vis financial performance, but female board members do not. The trade-off between outreach and sustainability can be avoided with the appointment of females to the MFIs’ management positions, but the same cannot be concluded for female board members.