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.
Autorentext
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.
Zusammenfassung
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.
Inhalt
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 LeakWhat Was He Thinking? 249
Chapter 16: Where the Power Lies 251
A Tug of War 252
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