We see it too often—corporate boards with members who simply don’t carry their weight in the boardroom, leaving boards and their committees hamstrung. Some of these directors have been serving on a board for many years, and they’ve become complacent or failed to keep up with the evolving world around them. On other boards, the […]
Richard M. Steinberg
Posted inFrom the Archive
Lesson for GM: Culture Can Make or Break a Company
One of the last questions a CEO ever wants to hear—whether in a Congressional hearing, in a courtroom, or from a reporter—is: “What did you know, and when did you know it?” It’s an especially painful question when connected to deaths potentially caused by your company’s products. General Motors is dealing with accusations that its […]
Posted inFrom the Archive
Look Out—the Shareholders Are Coming!
Major shareholders have long hoped for expanded communication with their portfolio companies. But now corporate directors are witnessing an intensification of that trend, with large institutions making waves that they want and even demand to be heard. Large pension funds, such as the California Public Employees’ Retirement System (CalPERS) and the California State Teachers’ Retirement […]
Posted inInternal Controls
Is Hiring the Well-Connected Really Akin to Bribery?
More companies are facing an ethical dilemma—and potentially a legal one too—when it comes to hiring individuals connected to government officials. Consider this scenario: A company chooses between two job applicants, both well qualified for the position, though one has connections that can open doors potentially leading to new business and the other does not. […]
Posted inRisk Management
FCPA Focus Will Test the Compliance Function
Compliance officers, legal counsel, senior operating management, and boards of directors know well the importance of an effective compliance program. With the myriad of laws and regulations already in place and still more on the way, those groups are all devoting more attention to what’s needed to ensure compliance. These days, there’s no law that […]
Posted inBoards & Shareholders
Do We Really Need More Audit Committee Disclosure?
Disclosure is a good thing, and more is even better, right? Not always. Information about what the board does and how it does it has expanded significantly in recent years. Now there’s a call for more disclosure, this time on the activities of boards’ audit committees. Where to draw the line on how much reporting […]
Posted inFrom the Archive
Directors’ Wish List for 2014
As the year draws to an end, it’s a good time to take a look forward to another year beginning and what it holds for risk and governance. This year I’ve highlighted what I think corporate directors are hoping to see in 2014. So, with logs burning nicely in the fireplace, coffee mug in hand, […]
Posted inFrom the Archive
Risk-Management Lessons From the Depths
Companies generally learn about how risk management has worked, or not, by looking at their past experiences and those of peer companies, but they can also learn a ton from how risk is dealt with in other environments. I recently read the proofs of a soon-to-be-published book describing harrowing experiences in a major construction project, […]
Posted inFrom the Archive
Banking Industry Providing Plenty of ‘C’Mon, Man’ Moments
If you watch the National Football League coverage on ESPN, you’ve probably seen the segment “C’mon, man!” where analysts such as Mike Ditka and Chris Carter shout “C’mon, man!” after showing clips of players making particularly boneheaded plays. Of course there are plenty of head-scratching moves in business too—actions that make us look on in […]
Posted inFrom the Archive
Do You Really Know Your CEO?
It’s well accepted that the CEO is the most important element to setting a company’s ethics and compliance tone. At most companies the board of directors pays close attention to integrity and ethical values when considering candidates for the position, and in measuring the CEO’s performance. But here’s a vital question: “How do we […]