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Governance, Risk Management, and Compliance: It Can't Happen to Us--Avoiding Corporate Disaster While Driving Success

Governance, Risk Management, and Compliance It Can't Happen to Us--Avoiding Corporate Disaster While Driving Success

  • Author:
  • Publisher: John Wiley & Sons
  • ISBN: 9781118024300
  • Published In: July 2011
  • Format: Hardback , 312 pages
  • Jurisdiction: International or US ? Disclaimer:
    Countri(es) stated herein are used as reference only
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    An expert's insider secrets to how successful CEOs and directors shape, lead, and oversee their organizations to achieve corporate goals

    Governance, Risk Management, and Compliance shows senior executives and board members how to ensure that their companies incorporate the necessary processes, organization, and technology to accomplish strategic goals. Examining how and why some major companies failed while others continue to grow and prosper, author and internationally recognized expert Richard Steinberg reveals how to cultivate a culture, leadership process and infrastructure toward achieving business objectives and related growth, profit, and return goals.

    • Explains critical factors that make compliance and ethics programs and risk management processes really work
    • Explores the board's role in overseeing corporate strategy, risk management, CEO compensation, succession planning, crisis planning, performance measures, board composition, and shareholder communications
    • Highlights for CEOs, senior management teams, and board members the pitfalls to avoid and what must go right for success
    • Outlines the future of corporate governance and what's needed for continued effectiveness
    • Written by well-known corporate governance and risk management expert Richard Steinberg

    Governance, Risk Management, and Compliance lays a sound foundation and provides critical insights for understanding the role of governance, risk management, and compliance and its successful implementation in today's business environment.

  • Foreword xiii

    Preface xix

    Acknowledgments xxiii

    Chapter 1: What Is GRC, and Why Does It Matter? 1

    What Is GRC? 2

    Why GRC Matters 3

    Chapter 2: Culture, the Critical Driver 5

    What Is Culture? 5

    More Cultural Failures 6

    Companies That Got It Right 8

    Being Legal, Honest, Candid, and . . . 10

    Integrity versus Spin 13

    Speaking the Same Language 16

    Chapter 3: Cost-Effective Compliance Programs 21

    The Back-Breaking Costs 22

    Beyond the Direct Costs 24

    Major Mistakes at Platinum-Branded Companies 24

    How Companies Got Where They Are 30

    Keys to Getting It Right 31

    The Compliance Office 36

    Making It Happen 38

    The Rewards 39

    Chapter 4: Ethics Programs: Another Foundational Block 41

    Tone at the Top 42

    Problems at Daimler 42

    Elements of an Ethics Program 43

    Setting the Tone at the Top: Hewlett-Packard 51

    Chapter 5: Risk Management and the Financial System’s Near Meltdown 59

    What Went So Terribly Wrong 59

    The Regulatory System 63

    Merrill Lynch 65

    Where Were the Boards? 68

    Did CEOs See It Coming? 70

    Chapter 6: What Is Risk Management About? 75

    Risk 76

    Risk Management 79

    Enterprise Risk Management 80

    Is It Really Worth the Effort? 85

    ERM Application Techniques 88

    Key Risk Indicators 91

    BP 92

    Chapter 7: Implementing ERM 99

    Drivers for ERM 99

    Pitfalls 102

    Effective Implementation 106

    Roles and Responsibilities 114

    Chapter 8: Does Internal Control Really Matter? 119

    Impact of SOX 404 on Financial Reporting 122

    Responsibility for SOX 404 124

    Other Relevant SOX Provisions 126

    Do Effective Financial Reporting Controls Really Prevent

    Fraudulent Financial Reporting? 127

    Real Life in the C-Suite 130

    Chapter 9: Control over Operational Performance 133

    IT Controls 134

    Société Générale 135

    Washington Mutual 139

    Countrywide Financial Corporation 143

    The Foreclosure Fiasco 144

    Chapter 10: Boards of Directors’ Focus 153

    A Focus on the Rules 155

    Truly Effective Boards 156

    A Public Watchdog? 158

    Societal Responsibility 160

    Potential Pitfalls 163

    Chapter 11: Overseeing Strategy and Risk Management 169

    Strategy 169

    Risk Management 173

    Chapter 12: CEO Compensation, Succession Planning, and Crisis Management 185

    CEO Compensation 185

    Succession Planning 192

    Crisis Management 196

    Chapter 13: Performance Measurement and Reporting 201

    Performance Measures 201

    Financial Reporting 205

    Chapter 14: Building an Effective Board 219

    Looking Objectively 220

    A Shift in Direction 221

    Building a Better Board 223

    Board Assessments 226

    Bottom Line 230

    Chapter 15: Avoiding Board Pitfalls 231

    Following the Herd 231

    Obtaining Critical Information 238

    A Leaky HP Board 245

    Another Leak—What Was He Thinking? 249

    Chapter 16: Where the Power Lies 251

    A Tug of War 252

    Shareholder Activism 252

    Recent Achievements 253

    Dodd-Frank’s Proxy Access 256

    Where to Draw the Line 261

    Finding the Right Balance 262

    Where We Need to Evolve 264

    Chapter 17: Structural Issues at the Board 265

    Combined versus Separate Chairman and CEO 265

    Empowering CEOs in a Shifting Landscape 271

    Director Compensation 274

    Chapter 18: Looking to the Future 281

    New Models for Board Governance 281

    A Healthy Governance Environment 285

    Boards’ Perspectives on Risk 289

    Grasping the Holy Grail of Governance 290

    What the Future Holds 293

    About the Author 299

    Index 301

  • RICHARD M. STEINBERG is founder and CEO of Steinberg Governance Advisors, Inc. He is a nationally recognized expert on governance, risk, and control, and advises boards of directors of major multinational, large, and middle-market companies. He is a former senior partner of PricewaterhouseCoopers (PwC) and the leader of its corporate governance advisory practice. As an expert in internal control and risk management, Steinberg served as the lead project partner in developing the Committee of Sponsoring Organizations of the Treadway Commission's (COSO's) Internal Control—Integrated Framework, and led development of COSO's Enterprise Risk Management—Integrated Framework, the landmark reports recognized as standards for effective internal control and risk management. He has been featured on CNBC's Morning Call and Bloomberg TV's Bloomberg on the Markets and The Bloomberg Report; has guest-lectured at leading business schools including Columbia, MIT, and NYU; has been quoted in publications such as BusinessWeek, Fortune, the Wall Street Journal, Dow Jones MarketWatch, CNN Money, and the Financial Times; and is a monthly columnist for Compliance Week.

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