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| Foreword | |
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| Preface | |
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| Acknowledgments | |
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| What Is GRC, and Why Does It Matter? | |
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| What Is GRC? | |
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| Why GRC Matters | |
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| Culture, the Critical Driver | |
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| What Is Culture? | |
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| More Cultural Failures | |
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| Companies That Got It Right | |
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| Being Legal, Honest, Candid, and … | |
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| Integrity versus Spin | |
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| Speaking the Same Language | |
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| Cost-Effective Compliance Programs | |
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| The Back-Breaking Costs | |
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| Beyond the Direct Costs | |
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| Major Mistakes at Platinum-Branded Companies | |
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| How Companies Got Where They Are | |
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| Keys to Getting It Right | |
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| The Compliance Office | |
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| Making It Happen | |
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| The Rewards | |
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| Ethics Programs: Another Foundational Block | |
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| Tone at the Top | |
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| Problems at Daimler | |
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| Elements of an Ethics Program | |
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| Setting the Tone at the Top: Hewlett-Packard | |
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| Risk Management and the Financial System's Near Meltdown | |
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| What Went So Terribly Wrong | |
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| The Regulatory System | |
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| Merrill Lynch | |
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| Where Were the Boards? | |
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| Did CEOs See It Coming? | |
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| What Is Risk Management About? | |
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| Risk | |
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| Risk Management | |
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| Enterprise Risk Management | |
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| Is It Really Worth the Effort? | |
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| ERM Application Techniques | |
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| Key Risk Indicators | |
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| BP | |
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| Implementing ERM | |
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| Drivers for ERM | |
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| Pitfalls | |
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| Effective Implementation | |
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| Roles and Responsibilities | |
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| Does Internal Control Really Matter? | |
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| Impact of SOX 404 on Financial Reporting | |
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| Responsibility for SOX 404 | |
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| Other Relevant SOX Provisions | |
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| Do Effective Financial Reporting Controls Really Prevent Fraudulent Financial Reporting? | |
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| Real Life in the C-Suite | |
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| Control over Operational Performance | |
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| IT Controls | |
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| Soci�t� G�n�rale | |
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| Washington Mutual | |
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| Countrywide Financial Corporation | |
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| The Foreclosure Fiasco | |
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| Boards of Directors' Focus | |
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| A Focus on the Rules | |
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| Truly Effective Boards | |
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| A Public Watchdog? | |
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| Societal Responsibility | |
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| Potential Pitfalls | |
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| Overseeing Strategy and Risk Management | |
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| Strategy | |
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| Risk Management | |
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| CEO Compensation, Succession Planning, and Crisis Management | |
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| CEO Compensation | |
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| Succession Planning | |
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| Crisis Management | |
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| Performance Measurement and Reporting | |
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| Performance Measures | |
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| Financial Reporting | |
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| Building an Effective Board | |
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| Looking Objectively | |
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| A Shift in Direction | |
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| Building a Better Board | |
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| Board Assessments | |
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| Bottom Line | |
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| Avoiding Board Pitfalls | |
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| Following the Herd | |
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| Obtaining Critical Information | |
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| A Leaky HP Board | |
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| Another Leak-What Was He Thinking? | |
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| Where the Power Lies | |
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| A Tug of War | |
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| Shareholder Activism | |
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| Recent Achievements | |
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| Dodd-Frank's Proxy Access | |
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| Where to Draw the Line | |
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| Finding the Right Balance | |
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| Where We Need to Evolve | |
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| Structural Issues at the Board | |
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| Combined versus Separate Chairman and CEO | |
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| Empowering CEOs in a Shifting Landscape | |
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| Director Compensation | |
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| Looking to the Future | |
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| New Models for Board Governance | |
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| A Healthy Governance Environment | |
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| Boards' Perspectives on Risk | |
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| Grasping the Holy Grail of Governance | |
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| What the Future Holds | |
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| About the Author | |
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| Index | |