Foreword -- Preface -- Acknowledgments -- Chapter 1: What Is GRC, and Why Does It Matter? 1 What Is GRC? 2 Why GRC Matters -- 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 Societe Generale 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.