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Recent Columns By Rick Steinberg On §404, ERM, More

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The principal author of COSO's internal control and ERM frameworks, Compliance Week Columnist Richard Steinberg is a well-known governance and auditing expert. The founder and former leader of PricewaterhouseCoopers' corporate governance practice, Steinberg has authored numerous seminal governance reports, including Corporate Governance and the Board—What Works Best. Some of his most recent columns for Compliance Week are below:

  Title & Description Date Type of Article
1. Providing Directors the Risk Information They Need
My column last month outlined the kind of information boards of directors need to execute their responsibilities, viewed from the director’s perspective. This month I want to continue that discussion, but looking at the opposite side of the coin: what information chief executives, chief compliance officers, chief risk officers, and other top executives should be providing to help directors in their oversight activities.
 By Richard M. Steinberg, Compliance Week Columnist
02/17/10 Columns & Editorials
2. How to Manage Communication About Risks
Every corporate director knows he or she needs relevant information to carry out oversight responsibilities effectively. But it’s not easy to know exactly what that information should be, the form it should take, or where it should come from. Unfortunately, experience shows that too often boards of directors don’t sufficiently focus on these issues, get caught by surprise, and pay a high price.
 By Richard M. Steinberg, Compliance Week Columnist
01/20/10 Columns & Editorials
3. What’s Coming in Governance in 2010
Adhering to a year-end tradition, once again I offer a wish list of governance enhancements I’d like to see in the coming year. So, with fireplace aglow and coffee-mug close by, here’s what we can hope for in 2010.
 By Richard M. Steinberg, Compliance Week Columnist
12/15/09 Compliance Week Coverage
4. Board of Directors’ Hot Buttons
With memories of the financial crisis still fresh in our minds and questions of “Where were the boards?” still abounding, today’s directors face extraordinary challenges.
 By Richard M. Steinberg, Compliance Week Columnist
11/17/09 Columns & Editorials
5. New Models for Broken Board Governance System
To say that these are challenging times to be a corporate director is an understatement. Shareholders are clamoring for greater ability to determine what happens in the boardroom and who sits in the seats; the SEC is proposing a host of new rules requiring a broad range of expanded disclosures; the pace of new lawsuits continues unabated. All this occurs with memories still fresh of the financial system’s near collapse, against a backdrop of an economy still struggling emerge from the “Great Recession.”
 By Richard M. Steinberg, Compliance Week Columnist
10/20/09 Compliance Week Coverage
6. All Our Governance Mistakes, in One News Cycle
Like most people, I read the daily news … and, unfortunately, little shocks me anymore. Recently, however, I was especially distressed to read—in just one day—how many major companies were found to have gone terribly wrong! The reports shed light on what goes on behind closed doors, and how these organizations’ tone at the top had become so tainted.
 By Richard M. Steinberg, Compliance Week Columnist
09/22/09 Columns & Editorials
7. The Shareholder Rights Express Rolls On
Well, the shareholder rights express continues to roll down the track.
 By Richard M. Steinberg, Compliance Week Columnist
08/18/09 Columns & Editorials
8. Management’s Role in Merrill Lynch Downfall
Many people have analyzed the meltdown of platinum-branded financial institutions, amazed at how quickly they went from supposedly sound and powerful to being taken over or filing for bankruptcy. The lessons to be learned, and hopefully not forgotten, are far-reaching at several levels.
 By Richard M. Steinberg, Compliance Week Columnist
07/21/09 Compliance Week Coverage
9. Will Shareholder Proposals Benefit or Destroy?
The resentment and anger over recent corporate performance, especially in the financial services sector, has gone from bubbling up to boiling over.
 By Richard M. Steinberg, Compliance Week Columnist
06/23/09 Compliance Week Coverage
10. What Boards Should Know About Groupthink
Last month’s column described the dangers of “keeping up with the Joneses” and how businesses seeking to do so have suffered disastrous consequences. I mentioned two corollaries: the risk of blindly following supposed best practices, and of buying into “groupthink.” We explored the former risk in detail last month; this month I want to turn to the latter.
 By Richard M. Steinberg, Compliance Week Columnist
05/19/09 Columns & Editorials
11. A “Best Practice” Lesson: Don’t Follow the Herd
When you work with senior executives and boards of directors as long as I have, troubling behaviors that directly affect corporate performance become all too clear. And a number of major corporate failures we’ve all seen in the news can be traced back to these behavioral characteristics. I’ve coined names for these bad habits. Worst is “keeping up with the Joneses” syndrome, followed by its two corollaries: “best practices” and “groupthink.”
 By Richard M. Steinberg, Compliance Week Columnist
04/21/09 Columns & Editorials
12. The Simple Truth Behind the Complex Idea of Risk
Perhaps nothing in business circles today generates more heated debate than risk and risk management—not only in financial institutions, but also in every industry, and from the lowest manager level to the boardroom.
 By Richard M. Steinberg, Compliance Week Columnist
03/24/09 Columns & Editorials
13. Corp. Culture: Who Failed, Who Got It Right
The concept of corporate culture is difficult to get one’s arms around. We know it exists within every organization, although trying to identify or define it is challenging. That notwithstanding, executives who have been through the “wars” know well that shaping a company and its people to the desired culture plays a major role in how the organization is run and how successful it will be.
 By Richard M. Steinberg, Compliance Week Columnist
02/18/09 Columns & Editorials
14. Governance Challenges Facing Corporate Boards
Not long ago, I was interviewed for RiskCenter and the Global Association of Risk Professionals, where I had the opportunity to discuss a range of governance challenges faced today by boards and management. As a change of pace from my usual monthly essay, I'm going to share some of those thoughts again here in an edited version.
 By Richard M. Steinberg, Compliance Week Columnist
01/20/09 Columns & Editorials
15. Another Year, Another Wish List for Corporate Boards
Having developed a tradition at Compliance Week of writing a year-end column, I’m once again presenting my wish list for corporate boards of directors. The objective here is not to dream of improbable possibilities, but rather to help directors and others working with corporate boards consider where and how they can improve board performance in the coming year.
 By Richard M. Steinberg
12/16/08 Columns & Editorials
16. Risk-Management Lessons From the Credit Crisis
As the United States and the world sort through the credit crisis, and the financial markets continue to gyrate and governments craft and recraft programs in an attempt to avert disaster, one wonders what went so very wrong with those much-touted risk management systems of major financial institutions. Weren’t the big guys with the highly polished reputations supposed to have in-depth knowledge of what their risks were, and manage those risks to be profitable and sustainable? How did they, and we, end up here?
 By Richard M. Steinberg
11/18/08 Columns & Editorials
17. Brightening the Future of Our Financial Markets
We know that the regulatory structure of our financial system is about to change. As I write this column Congress continues to struggle to approve some sort of “rescue” package, with both the House and Senate reworking the first $700 billion plan that didn’t pass muster. But whatever package lawmakers ultimately pass, we can expect sometime thereafter to see an entirely new financial system-wide regulatory structure.
 By Richard M. Steinberg
10/21/08 Columns & Editorials
18. Debunking SOX Theories One Misconception at a Time
Having worked with many boards of directors, it’s clear that most directors now understand what Sarbanes-Oxley is all about. They’ve spent the last few years dealing with many of its provisions, with audit committees spending significant time on Section 404’s internal control requirements. Some initially lost sight of other important responsibilities, although generally boards have returned to a more balanced approach of providing effective advice, counsel, and direction on strategic business issues in addition to their compliance monitoring roles.
 By Richard M. Steinberg
09/16/08 Columns & Editorials
19. When Executives Discuss ERM Challenges
Recently I had the privilege of leading a forum of senior executives experienced in risk management in a discussion of the challenges of developing, implementing, and gaining the benefits of ERM.
 By Richard M. Steinberg, Compliance Week Columnist
08/19/08 Columns & Editorials
20. CEO Pay—Can We Get It Right?
This is the second in a two-part series on the subject of CEO pay.
 By Richard M. Steinberg, Compliance Week Columnist
07/15/08 Columns & Editorials
21. Tracing the Past and Future of CEO Pay
Editor’s note: This is the first in a two-part series on the subject of CEO pay.
 By Richard M. Steinberg, Compliance Week Columnist
06/17/08 Compliance Week Coverage
22. The Big Risk: CEOs Never See It Coming
When the fraud at Societe Generale burst into view several months ago, I analyzed what went wrong and why in “Why It’s So Shocking Societe Generale Was Shocked” (in the March 2008 edition). Well, now we see that CEO Daniel Bouton is stepping down, which comes as no surprise. He was at the helm when the SocGen ship hit an iceberg that clearly should have been seen and avoided. Management knew the company was in dangerous waters (regulators and others apprised them that damage appeared to have already been done), but did nothing to investigate and steer clear of disaster.
 By Richard M. Steinberg, Compliance Week Columnist
05/20/08 Columns & Editorials
23. Why Using the Right Words Really Does Matter
We all know the importance of effective communication, in both formal and informal settings, to get our messages across as intended. But how many times have we been misunderstood, or we didn’t understand an idea someone else was trying to convey? The consequences of bad communication range from simply extending a conversation to gain clarity, to talking at cross-purposes resulting in extraordinarily bad business decisions. Yes, tone of voice and body language are important in sending the right message, but using the right words is usually critical.
 By Richard M. Steinberg, Compliance Week Columnist
04/22/08 Columns & Editorials
24. Delivering Peace Amid Shareholder Anger
It’s extraordinarily clear that shareholders are angry! They’re angry about lots of things, from opaque or otherwise bad financial reporting to outrageous CEO compensation, poison pills, staggered boards, and anything else that emanates from the thought that boards of directors are not doing their jobs. The underlying cause, some say, is a still too-cozy relationship between the board and CEO, and directors uncaring of legitimate shareholder needs.
 By Richard M. Steinberg, Compliance Week Columnist
03/18/08 Columns & Editorials
25. Why It’s So Shocking Societe Generale Was Shocked
By now we’ve all seen the headline—“French Bank Rocked by Rogue Trader!”—heralding the debacle at Societe Generale as the largest bank fraud in history.
 By Richard M. Steinberg, Compliance Week Columnist
02/20/08 Columns & Editorials
26. How Governance Failed in the Sub-prime Mess
It’s difficult to pick up a newspaper or visit a business news Web site without encountering yet more information about the sub-prime mortgage mess—and “mess” is probably too kind a word. With the extraordinary losses and personal pain, terms like “debacle,” “fiasco,” or “disaster” are more accurate. With each new report we learn a bit more about what went wrong and the extent of the consequent suffering.
 By Richard M. Steinberg, Compliance Week Columnist
01/23/08 Columns & Editorials
27. What’s Coming in Governance in 2008
For several years now in my holiday season columns I’ve put forth a wish list for improvements in corporate governance. This year (again with a mug of hot chocolate in hand) I’d like to take a crack at predicting what we might see in governance in the coming years. So, as you listen to the pitter-patter of Santa’s reindeer on the roof or enjoy the light of candles fueled by miracle oil, or however you celebrate the holidays, sit back with me and ponder what the future holds.
 By Richard M. Steinberg, Compliance Week Columnist
12/18/07 Columns & Editorials
28. Empowering CEOs in a Shifting Landscape
My last two columns dealt with the tug of war between boards of directors and shareholders and how boards are best comprised to effectively carry out their responsibilities. Central to these issues is the relationship with the chief executive officer; specifically, how to provide the kind of oversight that enables the CEO to run the business and achieve growth and return objectives.
 By Richard M. Steinberg, Compliance Week Columnist
11/20/07 Columns & Editorials
29. Composing Your Board the Right Way
Last month’s column, “Tug of War Between Board and Shareholders,” focused on shareholders’ demands for greater involvement in governance, including determining who sits in the boardroom. My message was to be careful what you wish for; there’s great danger in having board composition driven by disjointed parties with self-appointed agendas.
 By Richard M. Steinberg, Compliance Week Columnist
10/23/07 Columns & Editorials
30. Tug of War Between Board and Shareholders
The war between boards of directors and shareholders has been raging for many years, heating up and cooling down based on success or failure, evolving goals and opportunities, and opponents’ actions. Some might not see it as a tug of war, instead viewing the respective roles of boards and shareholders as continuing to evolve and mature with the common purpose of enhancing share value. Probably both viewpoints are accurate, depending on one’s perspective and where we are at a particular point in time.
 By Richard M. Steinberg, Compliance Week Columnist
09/18/07 Columns & Editorials
31. The Role of Gifting in Corporate Social Responsibility
Many large (and not-so-large) companies have embraced a measure of responsibility for social needs, based in part on the premise that the corporation owes its existence to the state, or society, and consequently should be a good citizen. Few would argue with this.
 By Richard M. Steinberg, Compliance Week Columnist
08/21/07 Columns & Editorials
32. Being Legal, Honest, And Candid And …
As a Compliance Week reader, you know well the difference between taking an action that’s legal and one that’s ethical. “Legal,” of course, includes acting according to written laws and related regulations, as well as what is deemed legally correct by the judicial system. Acting ethically involves going beyond what is legal, focusing on principles of correct moral conduct. Much has been written about the distinction, and there are other definitions, but we need not get into further detail here.
 By Richard M. Steinberg, Compliance Week Columnist
07/24/07 Compliance Week Coverage
33. What Organizations Don’t Want To Know Can Hurt
Like most Compliance Week readers, I read the business press rather extensively and sometimes come across an article that piques my interest. One, the title of which I'm borrowing as the heading of this column, appeared some months ago in The New York Times.
 By Richard M. Steinberg, Compliance Week Columnist
06/19/07 Columns & Editorials
34. What The New Guidance Will Mean To You
Much has been written about the proposals from the Securities and Exchange Commission and the Public Company Accounting Oversight Board on Sarbanes-Oxley Section 404. If you’ve been dealing with 404 implementation, you’re probably already familiar with what the proposals say, so I won‘t bore you with another recitation.
 By Richard M. Steinberg, Compliance Week Columnist
05/22/07 Columns & Editorials
35. Methodologies For Successfully Implementing ERM
This is the last column in the series on enterprise risk management. The first two described the “what” and “why” of ERM—what it actually is, and why companies are using it. The next two highlighted some of the more effective techniques for applying ERM and where executive responsibility for ERM best resides.
 By Richard M. Steinberg, Compliance Week Columnist
04/17/07 Columns & Editorials
36. Who Should Have Responsibility For ERM?
In the fourth installment of his five-part series on enterprise risk management, Rick Steinberg, the lead project partner in developing the COSO Internal Control—Integrated Framework, looks at where responsibility and accountability for ERM need to rest.
 By Richard M. Steinberg, Compliance Week Columnist
03/20/07 Columns & Editorials
37. Techniques To Implement ERM Successfully
In his third column on enterprise risk management, Richard Steinberg discusses some of the techniques that companies are using to get optimum benefit from their ERM processes.
 By Richard M. Steinberg, Compliance Week Columnist
02/21/07 Columns & Editorials
38. Why Embrace Enterprise Risk Management?
In the second installment of a series on enterprise risk management, Richard Steinberg explores the “why” of ERM—that is, why companies are moving forward with an ERM initiative, including the impetus for doing so and the benefits it brings.
 By Richard M. Steinberg, Compliance Week Columnist
01/23/07 Columns & Editorials
39. ERM Deconstructed: What It’s Really About
At the risk of putting the cart before the horse, let’s look at some misconceptions of ERM. The reality is that many people use the term—including board members, chief executives and other senior executives, consultants and others—all too often meaning very different things.
 By Richard M. Steinberg, Compliance Week Columnist
12/19/06 Columns & Editorials
40. A Holiday Wish List For Corporate Boards
Now that the holiday season again is upon us, I’d like once more to draw on my experience with boards of directors to focus on where improvements are needed. Of course, no two boards are exactly alike, and some are doing a great job. But too many still need to move to a higher level of value-added effectiveness.
 By Richard M. Steinberg, Compliance Week Columnist
11/21/06 Columns & Editorials
41. A Series Of Serious Mistakes At HP Board
As I write this month’s column soon after the Hewlett-Packard board fiasco became front page news, I’m enjoying the moment. Having had the privilege this morning of being featured on CNBC and Bloomberg TV, I’m now on my way to a speaking engagement on the West Coast, and will be seeing one of my sons this evening for dinner. So, with a bit of down time, and this morning’s topic fresh in my mind, now seems as good a time as any to put the fingers to the keyboard.
 By Richard M. Steinberg, Compliance Week Columnist
10/24/06 Columns & Editorials
42. Does Director Pay Taste Better With Coke?
Some months ago Coca-Cola announced a new pay method for its directors. I had planned to devote a column then, while it was hot news, but as other events took priority I decided it might be useful to wait a while and see what further reaction would ensue in the business community.
 By Richard M. Steinberg, Compliance Week Columnist
09/19/06 Columns & Editorials
43. The New COSO Guidance: Wisdom For All
COSO—the Committee of Sponsoring Organizations of the Treadway Commission—recently released the long-awaited guidance for small business. It’s designed to help non-accelerated filers and other companies reduce the burdensome costs that have been or would be incurred in dealing with SOX Section 404.
 By Richard M. Steinberg, Compliance Week Columnist
08/22/06 Columns & Editorials
44. And They Say 404 Simply Won’t Stop Fraud ...
While thinking about possible topics for this month’s column, an inspiration came to me out of the blue—or rather, from cyberspace. The following email appeared on my screen commenting on my July column (published June 20 electronically). By the way, I include the writer’s first two sentences only for the sake of completeness and full disclosure!
 By Richard M. Steinberg, Compliance Week Columnist
07/18/06 Columns & Editorials
45. Getting Things Right On Section 404
As we hear or read about what’s good and bad with Sarbanes-Oxley Section 404, there seem to be almost as many viewpoints as observers. Virtually everyone believes he or she has the right “fix” for what’s wrong with the well-intentioned law, and its requirements that management assess and report on the company’s internal control system, and that the external auditor audit the system and management’s assessment of it.
 By Richard M. Steinberg, Compliance Week Columnist
06/20/06 Columns & Editorials
46. Chairman vs. CEO: Empowering Leaders Wisely
A recent New York Times headline caught my eye: “Fewer chiefs also serving as chairmen.” The article goes on to say that Disney made the break, as did Fannie Mae, Hewlett-Packard and Dell, and now the number of S&P companies with a separate chair and CEO has moved up from 21 percent five years ago to 29 percent today.
 By Richard M. Steinberg, Compliance Week Columnist
05/23/06 Columns & Editorials
47. Implementing ERM: How To Get It Right
There’s much discussion in boardrooms and executive offices these days about enterprise risk management. Certainly, general counsels, compliance officers and internal auditors are among those actively considering whether and how to move forward with some form of risk management.
 By Richard M. Steinberg, Compliance Week Columnist
04/18/06 Columns & Editorials
48. Grasping At The “Holy Grail” Of Governance
In working with boards of directors, senior managements and institutional investors over many years, it’s become evident that while the notion of adding shareholder value is universally accepted and embraced, how companies seek to do so varies widely.
 By Richard M. Steinberg, Compliance Week Columnist
03/21/06 Columns & Editorials
49. Will 404 Really Prevent Financial Reporting Fraud?
Guest columnist Richard Steinberg gets back to the basics of internal controls, and connects how the Sarbanes-Oxley Act tries to prevent what prompted Sarbanes in the first place: fraud instigated at the highest levels of management.
 By Richard M. Steinberg, Compliance Week Columnist
02/21/06 Columns & Editorials
50. Examining Section 404, With Two Years Of Hindsight
Nothing seems to generate more passionate reaction in the business world these days than the Sarbanes-Oxley Act. And nothing gets emotions churning quite like its internal control provisions, Section 404. For the most part, however, SOX and its Section 404 and related rules are here to stay. So now that the second year of Section 404 work is being wrapped up, let’s take a fresh look at whether these requirements really make sense.
 By Richard M. Steinberg, Compliance Week Columnist
01/24/06 Columns & Editorials

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