9781118024300

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

by
  • ISBN13:

    9781118024300

  • ISBN10:

    1118024303

  • Edition: 1st
  • Format: Hardcover
  • Copyright: 8/2/2011
  • Publisher: Wiley
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Summary

Companies successful over the long term create and nurture an environment for success. They foster a culture, leadership process and infrastructure that enable and support effective strategy implementation driving toward achieving business objectives and related growth, profit and return goals. Underlying success is a culture founded in integrity and ethical values that influences and pervades the entirety of the organization. Leadership emanates from a well-comprised board of directors effectively carrying out its oversight responsibilities with a great working relationship with the CEO and senior management. And management has embedded within the organization highly effective risk management, control, compliance and communication processes critical to providing information where needed and making quality business judgments and decisions driving towards success. This book shows corporate leadership (including board members) how to ensure that their strategic plans incorporate the necessary processes, organization, and technology to get to the companies goals. This book examines areas such as compliance, risk management, executive compensation, succession planning, crisis planning, board composition, and shareholder communications.

Author Biography

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.

Table of Contents

Forewordp. xiii
Prefacep. xix
Acknowledgmentsp. xxiii
What Is GRC, and Why Does It Matter?p. 1
What Is GRC?p. 2
Why GRC Mattersp. 3
Culture, the Critical Driverp. 5
What Is Culture?p. 5
More Cultural Failuresp. 6
Companies That Got It Rightp. 8
Being Legal, Honest, Candid, and …p. 10
Integrity versus Spinp. 13
Speaking the Same Languagep. 16
Cost-Effective Compliance Programsp. 21
The Back-Breaking Costsp. 22
Beyond the Direct Costsp. 24
Major Mistakes at Platinum-Branded Companiesp. 24
How Companies Got Where They Arep. 30
Keys to Getting It Rightp. 31
The Compliance Officep. 36
Making It Happenp. 38
The Rewardsp. 39
Ethics Programs: Another Foundational Blockp. 41
Tone at the Topp. 42
Problems at Daimlerp. 42
Elements of an Ethics Programp. 43
Setting the Tone at the Top: Hewlett-Packardp. 51
Risk Management and the Financial System's Near Meltdownp. 59
What Went So Terribly Wrongp. 59
The Regulatory Systemp. 63
Merrill Lynchp. 65
Where Were the Boards?p. 68
Did CEOs See It Coming?p. 70
What Is Risk Management About?p. 75
Riskp. 76
Risk Managementp. 79
Enterprise Risk Managementp. 80
Is It Really Worth the Effort?p. 85
ERM Application Techniquesp. 88
Key Risk Indicatorsp. 91
BPp. 92
Implementing ERMp. 99
Drivers for ERMp. 99
Pitfallsp. 102
Effective Implementationp. 106
Roles and Responsibilitiesp. 114
Does Internal Control Really Matter?p. 119
Impact of SOX 404 on Financial Reportingp. 122
Responsibility for SOX 404p. 124
Other Relevant SOX Provisionsp. 126
Do Effective Financial Reporting Controls Really Prevent Fraudulent Financial Reporting?p. 127
Real Life in the C-Suitep. 130
Control over Operational Performancep. 133
IT Controlsp. 134
Société Généralep. 135
Washington Mutualp. 139
Countrywide Financial Corporationp. 143
The Foreclosure Fiascop. 144
Boards of Directors' Focusp. 153
A Focus on the Rulesp. 155
Truly Effective Boardsp. 156
A Public Watchdog?p. 158
Societal Responsibilityp. 160
Potential Pitfallsp. 163
Overseeing Strategy and Risk Managementp. 169
Strategyp. 169
Risk Managementp. 173
CEO Compensation, Succession Planning, and Crisis Managementp. 185
CEO Compensationp. 185
Succession Planningp. 192
Crisis Managementp. 196
Performance Measurement and Reportingp. 201
Performance Measuresp. 201
Financial Reportingp. 205
Building an Effective Boardp. 219
Looking Objectivelyp. 220
A Shift in Directionp. 221
Building a Better Boardp. 223
Board Assessmentsp. 226
Bottom Linep. 230
Avoiding Board Pitfallsp. 231
Following the Herdp. 231
Obtaining Critical Informationp. 238
A Leaky HP Boardp. 245
Another Leak-What Was He Thinking?p. 249
Where the Power Liesp. 251
A Tug of Warp. 252
Shareholder Activismp. 252
Recent Achievementsp. 253
Dodd-Frank's Proxy Accessp. 256
Where to Draw the Linep. 261
Finding the Right Balancep. 262
Where We Need to Evolvep. 264
Structural Issues at the Boardp. 265
Combined versus Separate Chairman and CEOp. 265
Empowering CEOs in a Shifting Landscapep. 271
Director Compensationp. 274
Looking to the Futurep. 281
New Models for Board Governancep. 281
A Healthy Governance Environmentp. 285
Boards' Perspectives on Riskp. 289
Grasping the Holy Grail of Governancep. 290
What the Future Holdsp. 293
About the Authorp. 299
Indexp. 301
Table of Contents provided by Ingram. All Rights Reserved.

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