Governance, Risk Management, and Compliance: It Can't Happen to Us--Avoiding Cor

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Shows senior executives how to ensure that their companies incorporate the necessary processes, organization, and technology to accomplish strategic goals. This book shows how successful CEOs and directors shape, lead, and oversee their organizations to achieve corporate goals. It outlines the future of corporate governance.

FORMATHardcover LANGUAGEEnglish CONDITIONBrand New Publisher Description

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 workExplores the board's role in overseeing corporate strategy, risk management, CEO compensation, succession planning, crisis planning, performance measures, board composition, and shareholder communicationsHighlights for CEOs, senior management teams, and board members the pitfalls to avoid and what must go right for successOutlines the future of corporate governance and what's needed for continued effectivenessWritten 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.

Back Cover

While facing various circumstances in different industries, many once-great organizations have watched their fortunes sink, while others ride the wave of economic turbulence to grow and reap the rewards of success. Governance, Risk Management, and Compliance examines this trend, with a realistic look at what separates the organizations that effectively achieve their goals--regardless of the circumstances--from the ones that wonder, "How did this happen to us?" Renowned corporate governance and risk management expert Richard Steinberg--advisor to major multinationals' boards and CEOs and author of Corporate Governance and the Board--What Works Best , as well as principal author of COSO's internal control and ERM frameworks--helps you better understand the factors that make up the critical infrastructure that drives every organization. Here, you'll discover what must go right to prevent catastrophes and seize opportunities for continued success. Steinberg provides authoritative insight into the essential collaboration necessary between senior managers and members of the board of directors, with timely discussion of: Critical factors for making compliance, ethics, and risk management processes truly effective How CEOs and senior management teams cultivate a culture and leadership process to support and drive performance How boards of high-achieving companies oversee corporate strategy, risk management, CEO compensation, succession planning, crisis planning, performance measures, board composition, and shareholder communications The pitfalls that managers and boards need to avoid The future of corporate governance and what's needed for continued effectiveness With clear guidance on aligning processes, organization, and technology so your company achieves its strategic goals, Governance, Risk Management, and Compliance explains how to protect your company from financial and reputational risk, litigation, and government intervention and avoid the kinds of disasters that can befall any organization.

Flap

While facing various circumstances in different industries, many once-great organizations have watched their fortunes sink, while others ride the wave of economic turbulence to grow and reap the rewards of success. Governance, Risk Management, and Compliance examines this trend, with a realistic look at what separates the organizations that effectively achieve their goals--regardless of the circumstances--from the ones that wonder, "How did this happen to us?" Renowned corporate governance and risk management expert Richard Steinberg--advisor to major multinationals' boards and CEOs and author of Corporate Governance and the Board--What Works Best , as well as principal author of COSO's internal control and ERM frameworks--helps you better understand the factors that make up the critical infrastructure that drives every organization. Here, you'll discover what must go right to prevent catastrophes and seize opportunities for continued success. Steinberg provides authoritative insight into the essential collaboration necessary between senior managers and members of the board of directors, with timely discussion of: Critical factors for making compliance, ethics, and risk management processes truly effective How CEOs and senior management teams cultivate a culture and leadership process to support and drive performance How boards of high-achieving companies oversee corporate strategy, risk management, CEO compensation, succession planning, crisis planning, performance measures, board composition, and shareholder communications The pitfalls that managers and boards need to avoid The future of corporate governance and what's needed for continued effectiveness With clear guidance on aligning processes, organization, and technology so your company achieves its strategic goals, Governance, Risk Management, and Compliance explains how to protect your company from financial and reputational risk, litigation, and government intervention and avoid the kinds of disasters that can befall any organization.

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

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 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

Long Description

Praise for Governance, Risk Management, and Compliance "Rick Steinberg is a time-tested expert in this ever more essential field. His refreshing candor in assessing recent shortfalls makes this book a must-read for corporate leaders." --Mark R. Fetting, Chairman and CEO, Legg Mason, Inc. "This outstanding book provides a critically important perspective on how risk management can only be truly achieved by aligning culture, strategy, compliance programs, and compensation. It should be must reading for any board member concerned with improving the management of risk."--Jay Lorsch, Louis E. Kirstein Professor of Human Relations, Harvard Business School "A comprehensive and insightful examination of corporate governance. A must-read for those of us who are CEOs and serve on public boards" --Randall L. Clark, Chairman and CEO, Dunn Tire LLC; former Chairman and CEO, Dunlop Tire North America "Attention directors and officers: Ignore this book at your own peril. Richard Steinberg has crafted a careful, thoughtful approach to managing risks, and it should be required reading for Corporate America."--Scott S. Cohen, founder and former Editor and Publisher, Compliance Week "Richard Steinbergs comprehensive and clearly written work will substantially benefit both new and experienced directors. It will help corporate boards recognize the challenging forces businesses face, as well as the techniques and standards available to intelligently monitor and supervise firms and their senior management. An easy and engaging read, this book should be on the bookshelf of every corporate director."--William T. Allen, Director, NYU Pollack Center of Law & Business; former Chancellor, Court of Chancery of the State of Delaware "Richard Steinberg, a respected and time-proven governance hand, has written a most enjoyable and thought-provoking work--an excellent addition to anyones governance shelf!" --Charles Elson, Edgar S. Woolard, Jr., Chair in Corporate Governance and Director of the Weinberg Center for Corporate Governance, University of Delaware

Details ISBN1118024303 Publisher John Wiley & Sons Inc Series Wiley Corporate F&A Year 2011 ISBN-10 1118024303 ISBN-13 9781118024300 Format Hardcover Imprint John Wiley & Sons Inc Place of Publication New York Country of Publication United States Short Title GOVERNANCE RISK MGMT & COMPLIA Language English Media Book DEWEY 658 Illustrations Yes Edition 1st Pages 336 Subtitle It Can't Happen to Us--Avoiding Corporate Disaster While Driving Success Series Number 570 UK Release Date 2011-08-09 AU Release Date 2011-08-01 NZ Release Date 2011-08-01 Author Richard M. Steinberg Publication Date 2011-08-09 Audience Professional & Vocational US Release Date 2011-08-09 We've got this

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