Preface xi
Acknowledgments xix
Chapter 1 Leadership: A Force for Change 1
Napoleon—Leadership Lessons 13
Conclusion 17
Notes 17
Chapter 2 Leadership: From Success to Failure 25
Stan O’Neal 28
Jimmy Cayne 30
Dick Fuld 33
Fred Goodwin 37
Conclusion 42
Notes 43
Chapter 3 Setting the “Tone at the Top” 47
Conclusion 60
Appendix 3A Board Questions Regarding the “Tone at the Top” 63
Notes 68
Chapter 4 Ethics in Finance 71
Systemic Integrity 72
Market Integrity 75
Regulatory Integrity 78
Organizational Integrity 81
Personal Integrity 81
Four Ethical Lenses 90
Conclusion 93
Notes 94
Chapter 5 The Role of the Board: Theory and Reality 97
Blurring of the Boundaries 99
Role of the Chair 113
Role of the CEO 116
Role of Committees 117
Why Boards Failed 117
Conclusion 121
Appendix 5A The Role of Board Committees 123
Notes 126
Chapter 6 Leadership, Governance, Strategy, and Risk 131
Choice of Strategy 133
Avoiding Cultural Risk 144
Failure of Effective Implementation 146
Questions Regarding Risk 148
Conclusion 154
Appendix 6A Board Questions Regarding Strategy 156
Appendix 6B Board Questions Regarding Risk 165
Notes 170
Chapter 7 Developing Suitable Leaders 175
Succession Planning 175
Talent Management 186
The Impact of Remuneration and Reward on the Suitability of Leaders 193
Conclusion 194
Appendix 7A Board Questions to Ensure Suitable People 197
Notes 203
Chapter 8 Ensuring Organizational Integrity 205
Creating a Compatible Culture 205
Problems of Compliance 209
Instituting Appropriate Controls 215
Conclusion 223
Appendix 8A Creating a Suitable ERM Framework 226
Notes 241
Chapter 9 Governance: The Wise Restraints That Set Men Free 245
Why Corporate Governance Matters 245
Three Components of Good Governance 251
Overlaps, Underlaps, and Turf Wars 260
Regulatory Arbitrage Based on Different Philosophies of Regulation 261
Inadequate Sanctions and Penalties 262
The Way Forward 263
Conclusion 264
Notes 265
Chapter 10 Leadership with Governance: Rebuilding Trust in Banks 271
Leadership Alone Is Not Enough 271
Governance Failed 272
What Is Needed to Rebuild Trust 276
Conclusion 286
Notes 290
About the Author 295
Index 297