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Under Control - Governance Across the Enterprise
of: Jacob Lamm, Sumner Blount, William McCracken, Kenneth Handal, Robert Cirabisi, Robert Zanella, Helge
Apress, 2010
ISBN: 9781430215936 , 256 Pages
Format: PDF, Read online
Copy protection: DRM
Table of contents
5
About the Authors
7
Contributors
18
Acknowledgments
19
Introduction
20
CHAPTER 1 The Rise of Governance
22
What Does Governance Really Mean?
23
The Drivers for Governance
26
The Rise of Risk
26
It’s a Regulatory Jungle Out There
27
The Cost of Compliance
29
Globalization and Complexity
30
The Challenge of Information Silos
31
A New, Unified Approach,
32
Conclusion
33
CHAPTER 2 Governance Today
35
The Goals of Governance
37
Governance Stakeholders
39
Governance in the Real World
41
Conclusion
44
CHAPTER 3 Policy Management
45
Identifying Business Requirements
46
Creating Policies
46
Establishing Controls
49
Monitoring and RemediatingCompliance Controls
52
A Life-Cycle Example
53
Conclusion
54
CHAPTER 4 Risk Management
55
The Rise of Risk Management
55
Elements of Successful ERM
56
Assign a Clear Risk Management Process Owner
56
Utilize a Common Risk Management Framework
57
Use Industry Best Practices
58
Integrate Risk Management with Business Processes
59
Develop a Culture of Openness
60
Make It Clear That Risk Management Is“Everyone’s Job”
60
The Risk Management Process:A Bird’s-Eye View
60
Risk Management Roles
61
What Constitutes Risk?
61
The Importance of Strategic Risk
63
Risk Management Process: Key Phases
64
Setting Risk Management Policies and Procedures
65
Identifying Risks
65
Techniques for Initial Risk Identification
66
Risk Taxonomies and Libraries
66
Assessing Risks
68
Addressing Risks
70
Monitoring Risks
72
Conclusion
73
CHAPTER 5 Risk Governance and the Board of Directors
75
The Role of the Board as It Relates to Governance
76
The Board and the Financial Crisis
76
Experience as a Catalyst for Change
77
Evolution of Boards
78
Best Practices
79
1. Ensure the Chairman-CEO Split
79
2. Utilize the Board’s Experience
80
3. Get over the “Directing vs. Managing” Conundrum
80
4. Leverage Your Committees, in General
81
A. Audit Committee
82
B. Compensation and Human Resources Committee
83
C. Corporate Governance Committee
83
D. Compliance and Risk Committee
84
5. Leverage the Compliance and Risk Committee, in Particular
84
6. Create the Role of the Chief Risk Officer
85
7. Standardize Your Risk Framework
87
8. Watch How You Pass the [Risk] Baton
88
9. Build a Culture of Compliance
89
10. Assess Board Performance
90
Conclusion
90
CHAPTER 6 Governance of Risk and Compliance
92
Organizing for Risk
95
Partnering with the Business
97
Aligning the Organization for an Integrated Approach to Risk
99
Developing a Holistic Vision of Controls Monitoring and Reporting
100
Executive and Board Involvement
103
Conclusion
104
CHAPTER 7 IT Governance, Risk, and Compliance
106
IT and GRC—Perfect Together
107
IT GRC Roles
107
The Challenge of Risk vs. Cost
109
IT Compliance Controls
110
IT GRC Principles
111
Use Best Practices
111
Proactive Control Design
113
Determine the Maturity of Your Controls
113
Automate Controls
115
Rationalize Your Controls
117
Clearly Identify Control Owners
120
Define Risk Metrics
120
Communicating the Compliance Message
123
Conclusion
124
CHAPTER 8 Governance and Portfolio Management
126
Bringing It All Together
129
Comparing Apples to Apples
131
Optimizing Your Most Valuable Asset
132
Doing Things Right: Managing Performance and Risk
133
Communicating Customer Value
135
Reaping the ROI of PPM
136
Getting Started with Best Practice Frameworks and Methodologies
138
Conclusion
140
CHAPTER 9 The Regulatory Environment
141
The Shifting Regulatory Landscape
142
Navigating the U.S. Regulatory Environment
144
Regulatory Approaches
145
A Regulatory Model
147
Regulation Awareness
149
Key Strategies to Manage Regulatory Compliance
149
Get Involved Before Regulations Are Adopted
152
Transparency Is the Key to Success
153
Understand Your Transnational Regulation Issues
154
Automate Compliance Management
155
Centralize Compliance Information
156
Get the Right Information to the Right People
158
Secure Executive Support
159
Conclusion
160
CHAPTER 10 Governance and Finance
161
The Role of Finance
162
Traditional Finance
163
The Evolution of Finance
163
Managing Interdependencies
164
Guiding Optimization of Decisions
165
Creating Intersections
166
Goals of the Finance Organization
166
Creating the Proper Environment
167
Managing Technologies
168
Systematizing Governance
169
Transformation of the Finance Organization
169
Keeping Pace in the Regulatory Race
170
A Streamlined Approach Is Mandated
171
Challenges and Opportunities
173
Conclusion
173
CHAPTER 11 Information Governance
174
Information Governance Basics
175
The Components of Information Governance
177
Goals of Information Governance
180
Driving Forces for Information Governance
182
Social Implications of Information Governance
183
The Benefits of Good Information Governance
185
Information Governance and Discovery
187
Information Governance and Information Technology
190
Information Governance and Cloud Computing
191
An Information Government Framework
193
Seven Steps to Achieving Good Information Governance
194
Getting Started
196
The Mandate is Clear: Gain Control over Information
197
Conclusion
198
CHAPTER 12 Governance and Sustainability
199
Sustainability Alignment Factors
201
Investing in Sustainability
204
Building a Sustainability Program
205
Define Strategy
205
Build the Program
207
Align Support
210
Select a Starting Point
211
Practice Good Governance
215
Carbon Trading Is Coming
215
IT and Sustainability
219
Conclusion
220
APPENDIX A Corporate Governance Principles of CA, Inc.
222
General
222
Role and Functions of the Board
222
Director Qualifications
223
Director Independence
225
Payments To/From the Company
227
Indebtedness
227
Charitable Contributions
228
Directorships
228
Less Than 10% Equity Interest
228
Other
229
Size of Board
230
Period of Board Service
230
Director Selection Process
230
Former CEOs and Other Employee’s Board Membership
232
Meetings
232
Board Leadership
233
Board Self-Assessment
233
Board Compensation
233
Stock Ownership Guideline for Non-Employee Directors
234
Counsel and Other Advisors
Company Funding Obligations234
Access to Management and Outside Counsel and Auditors
234
Director Orientation and Education
235
Board Committees
235
Communications with Stockholders andOther Interested Parties
238
Management Development and Succession Planning
239
Executive Stock Ownership Guidelines
239
These Principles
239
APPENDIX B Compliance and Risk Committee Charter of CA,Inc.
240
General
240
Composition
240
Authority and Responsibilities
241
Delegation of Authority
243
Counsel and Other Delegation of Authority
Company Funding Obligations244
Meetings
Executive Sessions244
Reports to the Board
Minutes244
Committee Self-Assessment
244
Committee Charter
245
INDEX
246
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