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

Book 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 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.

Table of Contents

  1. Cover
  2. Additional praise for: Governance, Risk Management, and Compliance
  3. Title Page
  4. Copyright
  5. Dedication
  6. Foreword
  7. Preface
  8. Acknowledgments
  9. Chapter 1: What Is GRC, and Why Does It Matter?
    1. What Is GRC?
    2. Why GRC Matters
  10. Chapter 2: Culture, the Critical Driver
    1. What Is Culture?
    2. More Cultural Failures
    3. Companies That Got It Right
    4. Being Legal, Honest, Candid, and...
    5. Integrity versus Spin
    6. Speaking the Same Language
  11. Chapter 3: Cost-Effective Compliance Programs
    1. The Back-Breaking Costs
    2. Beyond the Direct Costs
    3. Major Mistakes at Platinum-Branded Companies
    4. How Companies Got Where They Are
    5. Keys to Getting It Right
    6. The Compliance Office
    7. Making It Happen
    8. The Rewards
  12. Chapter 4: Ethics Programs: Another Foundational Block
    1. Tone at the Top
    2. Problems at Daimler
    3. Elements of an Ethics Program
    4. Setting the Tone at the Top: Hewlett-Packard
  13. Chapter 5: Risk Management and the Financial System's Near Meltdown
    1. What Went So Terribly Wrong
    2. The Regulatory System
    3. Merrill Lynch
    4. Where Were the Boards?
    5. Did CEOs See It Coming?
  14. Chapter 6: What Is Risk Management About?
    1. Risk
    2. Risk Management
    3. Enterprise Risk Management
    4. Is It Really Worth the Effort?
    5. ERM Application Techniques
    6. Key Risk Indicators
    7. BP
  15. Chapter 7: Implementing ERM
    1. Drivers for ERM
    2. Pitfalls
    3. Effective Implementation
    4. Roles and Responsibilities
  16. Chapter 8: Does Internal Control Really Matter?
    1. Impact of SOX 404 on Financial Reporting
    2. Responsibility for SOX 404
    3. Other Relevant SOX Provisions
    4. Do Effective Financial Reporting Controls Really Prevent Fraudulent Financial Reporting?
    5. Real Life in the C-Suite
  17. Chapter 9: Control over Operational Performance
    1. IT Controls
    2. Société Générale
    3. Washington Mutual
    4. Countrywide Financial Corporation
    5. The Foreclosure Fiasco
  18. Chapter 10: Boards of Directors’ Focus
    1. A Focus on the Rules
    2. Truly Effective Boards
    3. A Public Watchdog?
    4. Societal Responsibility
    5. Potential Pitfalls
  19. Chapter 11: Overseeing Strategy and Risk Management
    1. Strategy
    2. Risk Management
  20. Chapter 12: CEO Compensation, Succession Planning, and Crisis Management
    1. CEO Compensation
    2. Succession Planning
    3. Crisis Management
  21. Chapter 13: Performance Measurement and Reporting
    1. Performance Measures
    2. Financial Reporting
  22. Chapter 14: Building an Effective Board
    1. Looking Objectively
    2. A Shift in Direction
    3. Building a Better Board
    4. Board Assessments
    5. Bottom Line
  23. Chapter 15: Avoiding Board Pitfalls
    1. Following the Herd
    2. Obtaining Critical Information
    3. A Leaky HP Board
    4. Another Leak—What Was He Thinking?
  24. Chapter 16: Where the Power Lies
    1. A Tug of War
    2. Shareholder Activism
    3. Recent Achievements
    4. Dodd-Frank's Proxy Access
    5. Where to Draw the Line
    6. Finding the Right Balance
    7. Where We Need to Evolve
  25. Chapter 17: Structural Issues at the Board
    1. Combined versus Separate Chairman and CEO
    2. Empowering CEOs in a Shifting Landscape
    3. Director Compensation
  26. Chapter 18: Looking to the Future
    1. New Models for Board Governance
    2. A Healthy Governance Environment
    3. Boards’ Perspectives on Risk
    4. Grasping the Holy Grail of Governance
    5. What the Future Holds
  27. About the Author
  28. Index