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

Overview

While facing various circumstances in different industries, manyonce-great organizations have watched their fortunes sink, whileothers ride the wave of economic turbulence to grow and reap therewards of success. Governance, Risk Management, andCompliance examines this trend, with a realistic look at whatseparates the organizations that effectively achieve theirgoals—regardless of the circumstances—from the onesthat wonder, "How did this happen to us?"

Renowned corporate ...

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

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Overview

While facing various circumstances in different industries, manyonce-great organizations have watched their fortunes sink, whileothers ride the wave of economic turbulence to grow and reap therewards of success. Governance, Risk Management, andCompliance examines this trend, with a realistic look at whatseparates the organizations that effectively achieve theirgoals—regardless of the circumstances—from the onesthat wonder, "How did this happen to us?"

Renowned corporate governance and risk management expert RichardSteinberg—advisor to major multinationals' boards and CEOsand author of Corporate Governance and the Board—WhatWorks Best, as well as principal author of COSO's internalcontrol and ERM frameworks—helps you better understand thefactors that make up the critical infrastructure that drives everyorganization. Here, you'll discover what must go right to preventcatastrophes and seize opportunities for continued success.

Steinberg provides authoritative insight into the essentialcollaboration necessary between senior managers and members of theboard of directors, with timely discussion of:

  • Critical factors for making compliance, ethics, and riskmanagement processes truly effective
  • How CEOs and senior management teams cultivate a culture andleadership process to support and drive performance
  • How boards of high-achieving companies oversee corporatestrategy, risk management, CEO compensation, succession planning,crisis planning, performance measures, board composition, andshareholder communications
  • The pitfalls that managers and boards need to avoid
  • The future of corporate governance and what's needed forcontinued effectiveness

With clear guidance on aligning processes, organization, andtechnology so your company achieves its strategic goals,Governance, Risk Management, and Compliance explains how toprotect your company from financial and reputational risk,litigation, and government intervention and avoid the kinds ofdisasters that can befall any organization.

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Product Details

  • ISBN-13: 9781118024300
  • Publisher: Wiley
  • Publication date: 8/2/2011
  • Series: Wiley Corporate F&A Series, #570
  • Edition number: 1
  • Pages: 312
  • Sales rank: 1,300,080
  • Product dimensions: 6.42 (w) x 9.21 (h) x 1.19 (d)

Meet the Author

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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Table of Contents

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 Block41

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’sNear 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 PreventFraudulent 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 Management169

Strategy 169

Risk Management 173

Chapter 12: CEO Compensation, Succession Planning, and CrisisManagement 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

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Sort by: Showing all of 4 Customer Reviews
  • Posted August 31, 2011

    A Profound and Practical Path Through a Forest of Issues and Processes

    Nearly all governance, risk management and compliance materials available to executives are written either from such a lofty altitude that they convey only unhelpful generalities and no way forward, or so far down in the weeds that they generate a dizzying mass of discouraging detail. Rick Steinberg's central role in the creation of COSO and his decades of practical experience and published commentary have given him a unique appreciation of what executives really need to know to inspire and guide their organizations forward in the crucial areas of corporate process and engagement. Rick's book is a must-read for executives and their advisors so that they can face governance, risk management and compliance from a constructive intellectual and process perspective with due regard for the actual circumstances in which their predecessors, colleagues and competitors have and will no doubt again and again fall into the traps of the ill-conceived and ill-prepared.

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  • Posted August 29, 2011

    Great read on governance

    If you serve on a Board you should read this book.

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  • Posted August 17, 2011

    Terrific Read!

    In Governance, Risk Management and Compliance, Mr, Steinberg provides a strategic approach for executive teams in their efforts to properly manage to meet regulatory requirements while enabling management with a balanced methodology that focuses on risk management the way it should be - a thoughtful balance between value creation /growth and the management of risks to acceptable levels.

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  • Anonymous

    Posted September 14, 2011

    No text was provided for this review.

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