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. This title explains critical factors that make compliance and ethics programs and risk management processes really work. It explores the board's role in overseeing corporate strategy, risk management, CEO compensation, succession planning, crisis planning, performance measures, board composition, and shareholder communications. It highlights for CEOs, senior management teams, and board members the pitfalls to avoid and what must go right for success. It 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. Preface. Acknowledgments. Chapter 1: What Is GRC, and Why Does It Matter? What Is GRC? Why GRC Matters. Chapter 2: Culture, the Critical Driver. What Is Culture? More Cultural Failures. Companies That Got It Right. Being Legal, Honest, Candid, and ... Integrity versus Spin. Talking the Same Language. Note. Chapter 3: Cost-Effective Compliance Programs. The Back-Breaking Costs. Beyond the Direct Costs. Major Mistakes at Platinum-Branded Companies. How Companies Got Where They Are. Keys to Getting it Right. The Compliance Office. Making it Happen. The Rewards. Notes. Chapter 4: Ethics Programs: Another Foundational Block. Tone at the Top. Problems at Daimler. Elements of an Ethics Program. Setting the Tone at the Top: Hewlett Packard. Chapter 5: Risk Management and the Financial System Near Meltdown. What Went So Terribly Wrong. The Regulatory System. Merrill Lynch. Where Were the Boards? Did CEO's See it Coming? Note. Chapter 6: What Is Risk Management About? Risk. Risk Management. Enterprise Risk Management. Is It Really Worth the Effort? ERM Application Techniques. Key Risk Indicators. BP. Notes. Chapter 7: Implementing ERM. Drivers for ERM. Pitfalls. Effective Implementation. Roles and Responsibilities. Chapter 8: Does Internal Control Really Matter? Impact of SOX 404 on Financial Reporting. Responsibility for SOX 404. Other Relevant SOX Provisions. Do Effective Financial Reporting Controls Really Prevent Fraudulent Financial Reporting? Real Life in the C-Suite. Chapter 9: Control over Operational Performance. Societe Generale. Washington Mutual. Countrywide Financial Corporation. The Foreclosure Fiasco. Chapter 10: Boards of Directors' Focus. A Focus on the Rules. Truly Effective Boards. A Public Watchdog? Societal Responsibility. Potential Pitfalls. Note. Chapter 11: Overseeing Strategy and Risk Management. Strategy. Risk Management. Notes. Chapter 12: CEO Compensation, Succession Planning, and Crisis Management. CEO Compensation. Succession Planning. Crisis Management. Notes. Chapter 13: Performance Measurement and Reporting. Performance Measures. Financial Reporting. Notes. Chapter 14: Building an Effective Board. Looking Objectively. A Shift in Direction. Building a Better Board. Board Assessments. Bottom Line. Notes. Chapter 15: Avoiding Board Pitfalls. Following the Herd. Obtaining Critical Information. A Leaky HP Board. Chapter 16: Where the Power Lies. A Tug of War. Shareholder Activism. Recent Achievements. Dodd-Frank's Proxy Access. Where to Draw the Line. Finding the Right Balance. Where We Need to Evolve. Note. Chapter 17: Structural Issues at the Board. Combined versus Separate Chairman and CEO. Empowering CEOs in a Shifting Landscape. Director Compensation. Notes. Chapter 18: Looking to the Future. New Models for Board Governance. A Healthy Governance Environment. Boards' Perspective on Risk. Grasping the "Holy Grail" of Governance. What the Future Holds. About the Author. Index.
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