Governance, risk management, and compliance : it can't happen to us--avoiding corporate disaster while driving success

Library	Item Barcode	Call Number	Material Type	Item Category 1	Status
Searching... PSZ JB	30000010293782	HD2741 S74 2011	Open Access Book	Book	Searching... Unknown
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Summary

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.

Author Notes

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 .

Foreword	p. xiii
Preface	p. xix
Acknowledgments	p. xxiii
Chapter 1 What Is GRC, and Why Does It Matter?	p. 1
What Is GRC?	p. 2
Why GRC Matters	p. 3
Chapter 2 Culture, the Critical Driver	p. 5
What Is Culture?	p. 5
More Cultural Failures	p. 6
Companies That Got It Right	p. 8
Being Legal, Honest, Candid, and ...	p. 10
Integrity versus Spin	p. 13
Speaking the Same Language	p. 16
Chapter 3 Cost-Effective Compliance Programs	p. 21
The Back-Breaking Costs	p. 22
Beyond the Direct Costs	p. 24
Major Mistakes at Platinum-Branded Companies	p. 24
How Companies Got Where They Are	p. 30
Keys to Getting It Right	p. 31
The Compliance Office	p. 36
Making It Happen	p. 38
The Rewards	p. 39
Chapter 4 Ethics Programs: Another Foundational Block	p. 41
Tone at the Top	p. 42
Problems at Daimler	p. 42
Elements of an Ethics Program	p. 43
Setting the Tone at the Top: Hewlett-Packard	p. 51
Chapter 5 Risk Management and the Financial System's Near Meltdown	p. 59
What Went So Terribly Wrong	p. 59
The Regulatory System	p. 63
Merrill Lynch	p. 65
Where Were the Boards?	p. 68
Did CEOs See It Coming?	p. 70
Chapter 6 What Is Risk Management About?	p. 75
Risk	p. 76
Risk Management	p. 79
Enterprise Risk Management	p. 80
Is It Really Worth the Effort?	p. 85
ERM Application Techniques	p. 88
Key Risk Indicators	p. 91
BP	p. 92
Chapter 7 Implementing ERM	p. 99
Drivers for ERM	p. 99
Pitfalls	p. 102
Effective Implementation	p. 106
Roles and Responsibilities	p. 114
Chapter 8 Does Internal Control Really Matter?	p. 119
Impact of SOX 404 on Financial Reporting	p. 122
Responsibility for SOX 404	p. 124
Other Relevant SOX Provisions	p. 126
Do Effective Financial Reporting Controls Really Prevent Fraudulent Financial Reporting?	p. 127
Real Life in the C-Suite	p. 130
Chapter 9 Control over Operational Performance	p. 133
IT Controls	p. 134
Société Générale	p. 135
Washington Mutual	p. 139
Countrywide Financial Corporation	p. 143
The Foreclosure Fiasco	p. 144
Chapter 10 Boards of Directors' Focus	p. 153
A Focus on the Rules	p. 155
Truly Effective Boards	p. 156
A Public Watchdog?	p. 158
Societal Responsibility	p. 160
Potential Pitfalls	p. 163
Chapter 11 Overseeing Strategy and Risk Management	p. 169
Strategy	p. 169
Risk Management	p. 173
Chapter 12 CEO Compensation, Succession Planning, and Crisis Management	p. 185
CEO Compensation	p. 185
Succession Planning	p. 192
Crisis Management	p. 196
Chapter 13 Performance Measurement and Reporting	p. 201
Performance Measures	p. 201
Financial Reporting	p. 205
Chapter 14 Building an Effective Board	p. 219
Looking Objectively	p. 220
A Shift in Direction	p. 221
Building a Better Board	p. 223
Board Assessments	p. 226
Bottom Line	p. 230
Chapter 15 Avoiding Board Pitfalls	p. 231
Following the Herd	p. 231
Obtaining Critical Information	p. 238
A Leaky HP Board	p. 245
Another Leak-What Was He Thinking?	p. 249
Chapter 16 Where the Power Lies	p. 251
A Tug of War	p. 252
Shareholder Activism	p. 252
Recent Achievements	p. 253
Dodd-Frank's Proxy Access	p. 256
Where to Draw the Line	p. 261
Finding the Right Balance	p. 262
Where We Need to Evolve	p. 264
Chapter 17 Structural Issues at the Board	p. 265
Combined versus Separate Chairman and CEO	p. 265
Empowering CEOs in a Shifting Landscape	p. 271
Director Compensation	p. 274
Chapter 18 Looking to the Future	p. 281
New Models for Board Governance	p. 281
A Healthy Governance Environment	p. 285
Boards' Perspectives on Risk	p. 289
Grasping the Holy Grail of Governance	p. 290
What the Future Holds	p. 293
About the Author	p. 299
Index	p. 301

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Table of Contents