Governance Center Blog

Jun
08
2010

Diebold Case Shows Breakdown in Board Processes

As U.S. public companies continue to recover from the financial crisis, there were some reminders in the past couple of weeks about how the pressure to perform can lead chief executives to commit financial fraud to meet analysts’ expectations.

That was what happened in the Diebold Inc. case in which the SEC on June 2 charged the ATM, bank security system and election machine-maker and three of its former executives with engaging in an accounting scheme to inflate earnings. The SEC announcement comes a year after the company announced a settlement in the case. Read the rest of this entry »

Nov
23
2009

Worth Reading … Risk Management

Companies, big and small, are seeking out risk management guidance in the aftermath of the financial crisis as many worry about how to handle such a problem in the future.

It was in this context that The Conference Board Governance Center last week released the first in a series of online publications on risk management called Director Notes, which is available exclusively to Governance Center members. The first article, The Role of the Board in Risk Oversight: Adapting to Regulatory Developments and Emerging Practices, concludes that directors are generally aware of their fiduciary duties and know that an organization needs a comprehensive and holistic approach to risk, but there is still limited guidance available on the nature and extent of their oversight function. (To download the report directly, click here.)

“Outside of the financial sector, risk management as a coherent enterprise-wide initiative is a relatively recent topic of discussion among business leaders,” says Mark S. Bergman, co-head of the capital markets and securities group at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and author of the report.

Here’s a look at some other recent research on risk management that I have been reading:

  • Effective Enterprise Risk Oversight – The Role of the Board of Directors,  Committee of Sponsoring Organizations of the Treadway Commission (COSO), Aug. 24, 2009. http://www.coso.org/documents/COSOBoardsERM4pager-FINALRELEASEVERSION82409.pdf. Key findings: This publication followed COSO’s Enterprise Risk Management Integrated Framework in 2004. It is a short addendum on the fundamentals of the board role within the framework. It takes into account the how the financial crisis has led to an increased focus on the effectiveness of board risk oversight practices.
  • Is Risk Management Part of Performance Management? Gary Cokins, product marketing manager of SAS, BigFatFinance Blog, Nov. 16, 2009. bigfatfinanceblog.com/2009/11/16/is-risk-management-part-of-performance-management/#more-690. Key findings: Risk management is not about minimizing an organization’s risk exposure. Quite to the contrary, it is all about exploiting risk for maximum competitive advantage.
  • Putting Risk in the Comfort Zone: Nine Principles for Building the Risk Intelligent Enterprise, Deloitte, 2008. www.deloitte.com/assets/Dcom-UnitedStates/Local%20Assets/Documents/us_risk%20consulting_Putting%20risk%20in%20the%20comfort%20zone103108.pdf. Key findings: Part of a series of publications on the fundamental principles of risk intelligence, such as the definition of risk,  a common risk framework, the delegation of key roles and responsibilities and that the board has appropriate visibility into the company’s risk management practices.
  • The Board’s Role In Risk Management – Lessons Learned From The Financial Crisis, Bill Baxley, Anne Cox and Bettina Tobben, King & Spalding LLP, Metropolitan Corporate Counsel, September 2009. community.rims.org/RIMS/RIMS/Community/Resources/ViewDocument/Default.aspx?DocumentKey=558f535e-ee0f-4e90-b122-e5b2f2c19e25. Key findings: This article examines the changing role of the board in light of the recent financial crisis and draws, among other things, upon the insights from the Lead Director Network. It looks at how boards have responded to assist their companies and management and how the financial crisis likely will change the thinking of directors going forward.
  • Risk Management at Crunch Time: Are Chief Risk Officers Compliance Champions or Business Partners? Anette Mikes, Harvard Business School, May 30, 2008. http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1138615. Key findings: Risk management departments in financial institutions have been undergoing major transformations. New regulatory requirements have raised the bar on compliance and expanded the remit of risk management significantly. The compliance imperative requires banks to implement a firm-wide risk management framework complete with analytical models for the measurement and control of quantifiable risks. In addition, recent corporate governance guidelines advocate the ‘business partner’ role of risk management.
  • Reputation Risk: A Corporate Governance Perspective, Matteo Tonello, The Conference Board Governance Center, December 2007. www.conference-board.org/publications/describe.cfm?id=1390. (free for members, fee required for non-members) Key findings: Some key recommendations contained in this report are that boards of directors should: reach a common understanding of the concept of corporate reputation and tie its discussion to a comprehensive analysis of the firm’s stakeholder base,  become familiar with management’s rationale for prioritizing stakeholder relations and be persuaded that the selected relations are instrumental to achieving the firm’s long-term objectives.
  • Emerging Governance Practices in Enterprise Risk Management, Matteo Tonello, The Conference Board Governance Center, February 2007. www.conference-board.org/publications/describe.cfm?id=1271. (free for members, fee required for non-members) Key findings: This study presents the results of inquiries conducted by The Conference Board Research Working Group on Enterprise Risk Management.  It examines how ERM departs from the fragmented and compartmentalized risk management solutions already in place at many organizations.
Sep
28
2009

Note to Directors: Risk Management Not Optional

It may have taken a financial crisis the likes of which we have not seen since the Great Depression and the election of a liberal president to get the federal government to see what corporate governance experts for years have seen. Risk really does matter.

Sure, some companies – especially those in financial services – have had a chief risk officer or the equivalent for years and COSO (Committee of Sponsoring Organizations of the Treadway Commission) issued an integrated framework for enterprise risk management back in 2004. (And those actions came after monumental accounting fraud perpetrated at Enron and WorldCom.) The difference now is that risk management is no longer an issue that just concerns CROs, CFOs and the internal audit team. It has reached the CEO’s office and the boardroom.

Aon, the Chicago-based insurance brokerage and management consultant, in its April Global Risk Management Survey found that while most organizations increased their overall risk preparedness since 2007, less than half of the respondents are tracking and managing all components of their total cost of insurable risk. And less than two-thirds of respondents had formally reviewed or have a plan in place to review three of the top 10 risks of 2009: economic slowdown (1), regulatory/legislative changes (2), and damage to reputation (6).

When the SEC and the U.S. Treasury Department (see Sept. 24 speech by Deputy Treasury Secretary Neal S. Wolin) are focusing on risk management for public companies, then you know it is no longer a secondary task, but rather a primary one for all boards and management. If auditors and audit committees felt burdened with conducting risk-based integrated audits of internal control over financial reporting, wait to see what the new administration has in store for the coming year.

For starters, the SEC under new Chairman Mary L. Schapiro has created the Division of Risk, Strategy and Financial Innovation, combining the Office of Economic Analysis, Office of Risk Assessment and other functions. It marks the first time one division, which will be headed by University of Texas School of Law Professor Henry T. C. Hu, will oversee risk and economic analysis, strategic research and financial innovation. Hu’s statement in the Sept. 16 release announcing his appointment is quite telling: “I look forward to working with the Commission and to using an interdisciplinary approach that is informed by law and modern finance and economics, as well as developments in real world products and practices on Wall Street and Main Street.”

In other words, it won’t be business as usual at the SEC as fewer political appointees and more academic and hands-on people join the regulator. It also means that all the work of organizations like COSO, the Institute of Internal Auditors (IIA), the National Association of Corporate Directors (NACD) and The Conference Board, will become more relevant. It is the research and thought leadership produced by such organizations that both regulators, lawmakers and executives will need to address current and future risk management issues.

Earlier this month, COSO issued Effective Enterprise Risk Oversight: The Role of the Board of Directors, a four-page paper that reiterates how crucial risk management is for today’s companies. “In the aftermath of the financial crisis, executives and their boards realize that ad hoc risk management is no longer tolerable and the current processes may be inadequate in today’s rapidly evolving business world,” the paper says.

The IIA has recently published 2010-2: Using the Risk Management Process in Internal Audit Planning (membership required), which is a practice advisory for internal auditors, and in May its Tone at the Top monthly e-newsletter focused on global risk. In addition, the NACD’s President and CEO Ken Daly told a KPMG Audit Committee Insights Webcast Sept. 21 that his organization is working on a Blue Ribbon Commission on Risk that is due out shortly.

Corporate Governance Handbook: Legal Standards and Board Practices (Third Edition)

Corporate Governance Handbook: Legal Standards and Board Practices (Third Edition)

The Conference Board Governance Center just last week released Corporate Governance Handbook: Legal Standards and Board Practices (Third Edition), which includes a separate chapter on risk oversight. “Corporate boards should give thoughtful consideration to the benefits of implementing a comprehensive risk management infrastructure and enhancing the organization’s ability to respond effectively to risk events and capture new strategic opportunities,” according to the handbook, which was authored by Matteo Tonello, associate director of corporate governance at The Conference Board. The Board is also working, in collaboration with its Directors’ Institute, on a special Risk Oversight Handbook for board members.  The new Handbook will be a compilation of emerging practices in this area, expanding on the findings of the 2006 Working Group on Risk Oversight and will be released in the summer of 2010. (See Emerging Governance Practices in Enterprise Risk Management for those Working Group findings and recommendations.) Until then, The Conference Board will release a series of short-papers on the subject, for which it will avail itself of the contribution of leading legal and financial experts.

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