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This article was published in the October 2000 issue of "Director", the newsletter of the Institute of Corporate Directors.

By Paul Fitzgerald

Articles > RISK and REWARD - Directors must Promote Systems for making Strategic Business Decisions.

By now it is clear to most observers that managing risk is an important control aspect of corporate governance and a principal responsibility for boards of directors. Unfortunately, many boards are encountering some difficulty in establishing a functional organizational system to deal with risk. This was a finding of the 1999 Report on Corporate Governance entitled Five Years to the Dey that was commissioned by the Toronto Stock Exchange (TSE) and the Institute of Corporate Directors (ICD).

The TSE initially set out Guidelines for Improved Corporate Governance in Canada in a report entitled "Where Were The Directors?". Commonly referred to as the Dey Report, it recommended that boards assume responsibility for "the identification of the principal risks of the business, ensuring the implementation of appropriate systems to manage these risks".

All corporate directors should consider whether the risk management structure of their company will adequately deal with the threats to their business or whether the structure is a contributing factor in missed opportunities. The prevailing wisdom is that risk and opportunity are closely linked and most business decisions involve varying degrees of both.

In research papers published by the Criteria of Control Board of the Canadian Institute of Chartered Accountants (CICA), it states that, "managers need to assess both the possible adverse consequences and the possible beneficial consequences" of competitive business choices. It further states "an organisation that is in a strong position to seize opportunity and manage risk is in control". The implication is that effective risk management can offer a distinct competitive advantage.

Establishing an effective risk management structure is no easy task. In large part that is because in a rapidly changing business environment, a company's risk profile will also be quite dynamic. A new or acquired operation means new employees, customers, activities and processes, all of which will have inherent risks as well as interdependencies that may not be readily apparent. Since risk is typically random in nature and involves uncertainty, a formal system offers the control required.

The following has all the elements of a classical risk management approach, which requires the identification, evaluation, control and monitoring of risk. The risk management process must be aligned to the strategic goals and objectives that the organisation is pursuing. This is essential for ensuring senior management and enterprise-wide support.

While implementing a risk management process seems straightforward, a functioning risk management system must be integrated into the culture of the organisation and it must become a core competency for all personnel. This is a complex task that does not become reality without significant effort and resources.

Your organisation may already be following certain risk management principles and you may actually have a risk management group but you are not likely to meet with success until you empower a skilled senior manager with a clear mandate to improve the management of the prominent risks facing your company. Simply relying on insurance to insulate the company from the possible impact of significant risk is no longer adequate.

Here are the basic elements of an effective risk management program:

A.

Senior management and board level commitment to a broad-based, strategic risk management process. This commitment must be sufficient to ensure that risk management becomes a core skill of the company and is practised throughout the organization, particularly at the operating level;

B.
A structured risk assessment process to identify and thoroughly assess each prominent risk. Risk is normally considered on the likelihood of occurrence and its potential severity but other factors may also be relevant - the possible impact that a particular event may have on your reputation or the good will from the community is an example. The risk assessment process must involve key personnel from all areas and levels of the business. A risk management forum will also ensure that important information is fully communicated and it will enhance the vital process of prioritising the risks;
C.
A broad risk management policy that is communicated and adhered to throughout the organization. Procedures should be established in writing for the most prominent risks with specific objectives and targets. Due diligence requires documentation to prove that procedures are not only established but adhered to;
D.
Clearly defined responsibilities for managing and controlling risk. Performance evaluations that include specific risk management objectives will improve accountability and achievement;
E.
Adequate resources and tools focused on the most prominent risks so that compliance and effective performance is assured. Ongoing employee training is essential;
F.
Testing and monitoring of all programs and procedures, particularly crisis response and business recovery plans with continual improvement as the goal;
G.
Regular reports including independent audits prepared for review by senior management and board directors. These reports should provide concise information regarding the status (including deficiencies) of all corporate risk management programs.

A functional risk management system will allow a company to make informed decisions that may avoid the tragic circumstances that can result from risk-taking. The Westray Mine explosion and the Walkerton water contamination are vivid examples of events that can be avoided.

Board directors must continue to monitor and revisit the risks facing their organisation on a regular basis. By adhering to a structured risk management process, a company will develop thorough knowledge of its risk profile and will be able to publicly report how risks are managed and what control measures are in place, in a full and transparent manner.

Profits are the reward for successful risk-taking. The shareholders' investment must be protected. Board members are now being advised that they have an ethical obligation to their employees, customers and the public who are also stakeholders. Adopting quality risk management practices will ensure that all interests will be well served.



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