Showing posts with label Board of Directors. Show all posts
Showing posts with label Board of Directors. Show all posts

Tuesday, July 19, 2011

Demand for ERM Continues to Grow

More companies are beginning to realize the value of Enterprise Risk Management ("ERM") as a discipline that can propel a business forward rather than hold it back. In the recent past, many ERM programs focused primarily on revisiting problems from the past or examining all risks regardless of size. While these types of exercises can keep people busy, they rarely benefit a company that is trying to navigate forward to achieve successful outcomes. However, according to recent comments by a risk expert at the Risk and Insurance Management Society, ERM is evolving into a highly valued business practice. Here is what she had to say in an interview conducted by propertycasualty360.com.
Today, a growing perception that ERM “is a business discipline that can advance an organization’s [big-picture] objectives” is driving higher adoption rates across all types of organizations, says Carol Fox, director of strategic and enterprise-risk practice with the Risk and Insurance Management Society.

While there is also a perception that risk managers are having difficulty getting invited to a seat at the C-suite table, Fox believes that most corporate leaders, with only rare pockets of resistance, are eager for expert input about the strategic risks the organization faces.

“With all the external pressures—whether it’s Dodd-Frank, shareholders or the disclosures required now by the SEC for public companies—there is plenty of demand, visibility and support at the board level and at senior-management level” for ERM, she says.

As more board members and senior executives become acquainted with the usefulness of a well-designed ERM program, the discipline will become a "must have" for companies looking to compete in the new economy.

Tuesday, October 19, 2010

Companies Are Thinking About Risks In New Ways

Why do some companies loathe risk management? Well, many will say because it is a bureaucratic exercise devoted to minimizing risks at the expense of future growth and innovation - and in many cases they are right. This is due to the way risk management as a discipline has evolved as well as how risk management practitioners have been taught. For better or worse, risk management tends to lean towards insurance and compliance or, in other words, ways to minimize risk and increase paperwork.

So, when board directors and senior executives hear the words "risk management", they immediately shift their focus to the more commonly held view and neglect the real value of the discipline. The real value of risk management comes from developing a keen understanding of the critical risks related to a company's strategic objectives. With this understanding, companies can leap-frog the competition by addressing risks in an innovative and unique manner.

Wheelhouse Advisors has developed a tool set to help companies jump-start their new approach to understanding risks. Known as The ERM Compass™, the tool set is designed to identify opportunities to improve a company's "risk mindfulness."  Risk mindfulness is a new way of viewing risks - a forward-looking and continuous approach that allows a company to use risk as a driver of intelligent growth and innovation.  The level of a company's risk mindfulness is measured using The ERM Compass™ Scorecard.  The Scorecard focuses on four primary areas of risk as they relate to a company's strategic objectives (see figure below). Scores are calculated for each risk area using five critical components of risk mindfulness. With the scores in hand, companies can easily determine the direction they need to take in order to increase their risk mindfulness and create value.

To learn more about The ERM Compass™ and to schedule a complimentary review, email us at NavigateSuccessfully@WheelhouseAdvisors.com.

Monday, October 4, 2010

Clues to Board Ineffectiveness

The Harvard Business Review published a provocative article last week about the shortcomings of board directors in today's post financial crisis environment. The article was written by Roger Martin, dean of the Rotman School of Management at the University of Toronto. Mr. Martin is a frequent writer and expert in the field of Design Thinking. According to Mr. Martin, the following are six indicators of a bad board member.
1) They complain about how hard Sarbanes-Oxley has made it to be a director. Guess what? It has also become hard to be an investor. And hard to be a public company auditor and a capital markets regulator. It's hard all over. If your directors complain that they don't have time on the board to talk about strategy and succession and other important management issues because the formal SOX procedures have crowded that out, you have mice not men (or women) on the board. Every person in every organization has the personal choice to be a value-added contributor or turn into a useless bureaucrat. Directors have that choice; nobody is putting a gun to their heads. If they complain, they are likely to be useless to you.

2) They complain about how the fees for being a director aren't high enough to compensate for the onerous work involved. You don't want a director on the board because they think it is great money. If they complain about the money, it is because they are obsessed about making money by being on boards and want it to be a lucrative gig. If they think it is great money, they won't do anything to rock the boat and risk losing that gig.

3) They are paid in the top tertile of peer boards. Boards set their own compensation. If board members set their compensation significantly above the median of peer boards, they want to make the board a lucrative gig and that is a bad thing, per the point above.

4) They express excessive pride over being on the board. This is likely to mean that they are enamored with the prestige of being on the board. If that prestige is important to their sense of self then they won't do anything to rock the boat and risk losing the prestige associated with being on the board.

5) They express enthusiasm for the enjoyable social atmosphere on the board. This means they will be incline to avoid doing anything to rock the boat because that will reduce the enjoyment of the atmosphere on the board.

6) They express enthusiasm for the personal growth opportunities the board provides them. That is lovely for them, not for you.

As we continue to emerge from the rubble of the Great Recession, more companies will need to reflect on the effectiveness of their boards and, more importantly, their individual board members.

Friday, October 1, 2010

When Discussing Risk, Are Boards Well Informed?

Now that the economic outlook and regulatory uncertainties are beginning to stabilize, companies and their boards of directors are exiting crisis management mode and realizing the need for strong enterprise risk management programs to succeed going forward.  However, most board members in the U.S. still do not have a very good understanding of the enterprise risk management practices in their own companies.

A recent survey sponsored by the AICPA and the CIMA and conducted by North Carolina State University demonstrates this fact.  According to the survey, only 39% of U.S. companies indicated that top risk exposures facing the organization are formally discussed when the board of directors discusses the organization’s strategic plan. That’s compared with over 60% of global competitors who are discussing the top risk exposures.

There may be several reasons for this lack of risk discussion in the boardroom.  First, the board members may simply be avoiding the risk discussion by placing implicit trust in senior management.  The board members may also lack the interest and/or the requisite experience to engage senior management in a healthy debate.  However, most likely the company is not in a position to have a risk discussion because they lack the supporting enterprise risk management program to provide a clear articulation of the company’s risk profile.  So, the board of directors and senior management are left to review the strategic plan in a vacuum.

Most of these companies are reluctant to invest in an enterprise risk management program because they fear the onslaught of bureaucratic processes akin to the very early days of Sarbanes-Oxley compliance.  To be truly successful at providing the right risk information, the program should be highly practical and business-focused rather than a grandiose compliance exercise.  It also should be enabled through an intuitive, integrated business process and technology platform such as OpenPages’ Enterprise Risk Management solution set.

For board members who are interested in determining whether they are headed in the right direction when it comes to risk, Wheelhouse Advisors has developed a helpful roadmap called The ERM Compass™.   The ERM Compass™ is a simple, straightforward guide that will provide board members with valuable questions and insight to drive effective boardroom risk discussions.  If you are interested in learning more, send an email inquiry to NavigateSuccessfully@WheelhouseAdvisors.com.

Tuesday, September 21, 2010

Boards Take the Lead on Risk Management

The Conference Board published a report this month about best practices in public company risk oversight. The report compiled interview insights from  20 members of U.S. public company boards, representing a variety of business sectors (including manufacturing, high tech, real estate, food services, retail, telecommunications, air travel, energy, health care, and banking) and ranging in size from $150 million to over $30 billion in revenues. The report ultimately demonstrates the need and desire of corporate boards to take the lead in improving risk oversight. The following ten insights are noted in the report with actual board member quotes in italics.

  1. Assign the responsibility of risk oversight to the full board and the burden of risk oversight to the right committee(s). ("We are all collectively responsible for risk," said a board member, while another added: "Audit committees tend to have a checklist approach to risk oversight, which is dangerous; not enough prioritization, not enough of a business angle.")

  2. Consider the full breadth of material risks that can impact the company. ("We benchmark against a range of companies to make sure we think.")

  3. Push for a deep understanding of the key risks. ("We spend a lot of time reviewing the numbers and understanding risk processes: where the key numbers come from, how they get into the reports.")

  4. Secure the right expertise on the board. ("Transformation of our risk approach was driven by two board members with risk experience elsewhere.")

  5. Nurture a healthy tension borne by diversity. ("The biggest change we made in risk management over the last few years is focusing on having the most diverse board possible.")

  6. Engage the broad management team. ("The board needs to interact with management in an open manner, not just hear what has been rehearsed three times.")

  7. Embed risk discussions in all board processes. ("Every initiative presented to the board concludes with a simple page with three to four bullets on the key risks.")

  8. Avoid the "bureaucratic trap"—more substance, less process. ("When you ask an executive to go in depth on a specific risk and you get a blank stare, you know risk management has become too bureaucratic.")

  9. Make risk management actionable, not just an exercise. ("Follow-up is critical—managers come back to the board and are asked 'tell me what you have done'—it is more than just a plan.")

  10. Take ownership of improving risk management in the organization. ("To make risk management a success at our company the board had to get involved—we never gave up.")


This represents the new shift by boards to become more risk focused.  How does your company stack up against these best practices?  What other insights should be included on the list?  How do you engage senior management to embrace practices such as these?  If you are interested in joining the discussion, email us at NavigateSuccessfully@WheelhouseAdvisors.com.

Wednesday, September 1, 2010

New SEC Rules Serve as a Warning to Boards

Large U.S. corporations were recently placed on notice by the Securities & Exchange Commission ("SEC") that shareholders will have a larger voice in determining board members going forward.  Just last week, the SEC adopted new proxy access rules that could have a significant impact on companies who anger their shareholders by not managing their risks well.  Crain's New York had a very interesting report on the potential impact of the changes on companies like Goldman Sachs.  Here's their view.
Goldman Sachs is target No. 1 for activist investors looking to shake up corporate boards now that the Securities and Exchange Commission has made it easier for shareholders to nominate directors.  Corporate governance activists are looking to replace Goldman directors at the firm's annual meeting next spring unless the board strips Chief Executive Lloyd Blankfein of his position as chairman.

The SEC determined that investors can nominate their own directors if they own as little as 3% of a company's stock and can combine their holdings with other shareholders to reach the threshold. It's a sea change for board elections, where candidates in most cases are selected by management only. While investors are limited to nominating 25% of directors in any year, the power they've been granted by the government is considered so worrisome that the U.S. Chamber of Commerce is threatening to sue.

Boards and senior management need to ensure that they are working well together to anticipate risk events like the one Goldman Sachs experienced to protect their shareholders and their positions.  The best way to achieve this goal is to have a strong enterprise risk management program in place.  To learn more about how Wheelhouse Advisors can help your company implement a strong ERM program, visit www.WheelhouseAdvisors.com.

Thursday, July 29, 2010

The Time for ERM is Now

The Dodd Frank Act of 2010 that was recently signed into law by President Obama will require not only banks but also nonbank financial companies to have a formal risk committee and enterprise wide risk management program. Specifically, the Act has a mandatory provision for public companies with total assets greater than $10 billion to have these risk management practices in place and an option for the Federal Reserve to require public companies with fewer assets to have the same.  Here is an excerpt directly from the new law pertaining to the new risk committee requirement.

RISK COMMITTEE.—A risk committee required by this subsection shall—


(A) be responsible for the oversight of the enterprise wide risk management practices of the nonbank financial company supervised by the Board of Governors or bank holding company described in subsection (a), as applicable;

(B) include such number of independent directors as the Board of Governors may determine appropriate, based on the nature of operations, size of assets, and other appropriate criteria related to the nonbank financial company supervised by the Board of Governors or a bank holding company described in subsection (a), as applicable; and

(C) include at least 1 risk management expert having experience in identifying, assessing, and managing risk exposures of large, complex firms.



These requirements will become effective in one year, so the time is now to begin working on your enterprise risk management practices.  Wheelhouse Advisors is uniquely qualified to help companies establish a practical, business-focused risk management program that is cost-effective.  Visit www.WheelhouseAdvisors.com to learn more.

Tuesday, May 25, 2010

ERM Growing as an Accepted Practice

This year, the US Securities and Exchange Commission instituted new disclosure rules requiring public companies to inform their shareholders about the role of the board of directors in overseeing risk management. A major US law firm recently reviewed annual proxy statements of S&P 500 corporations to determine the extent and nature of risk management across various industries. One of the more interesting findings in the review was the number of companies who are employing Enterprise Risk Management programs to help manage their risks. Here is what they reported.
In the wake of the financial crisis, many companies have implemented more comprehensive and integrated risk management programs, and boards of directors have expanded their risk oversight to encompass not just the legal and financial risks that audit committees have traditionally overseen, but also the full panoply of risks that a company may face.  Enterprise risk management (ERM) is the current buzzword applied to a top-down holistic approach to risk management.  It addresses all of an enterprise’s risks—including operational, financial, strategic, compliance and reputational risks—under one umbrella, in contrast to the more traditional “silo” approach in which each operating function or division tackled risk independently.  ERM is not focused simply on risk reduction.  Rather, it encompasses an assessment of both upside and downside risks and, thus, helps inform the strategic planning process.  Indeed, to make informed decisions about the company’s strategic direction, the board must have a full understanding of all of the major risks involved.

Fifty-four percent of surveyed companies expressly used the term “enterprise risk management.” Sample disclosures are set forth below:

American Express Company:  “The Company relies on its comprehensive enterprise risk management process (ERM) to aggregate, monitor, measure and manage risks.  The ERM approach is designed to enable the Board of Directors to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure and to elevate certain key risks for discussion at the Board level.  The Company’s ERM program is overseen by its Chief Risk Officer who is an executive officer of the Company and a member of the Company’s most senior management.”

Express Scripts, Inc.:  “In order to assist the board of directors in overseeing our risk management, we use enterprise risk management (“ERM”), a company-wide initiative that involves the board of directors, management and other personnel in an integrated effort to identify, assess and manage risks that may affect our ability to execute on our corporate strategy and fulfill our business objectives.  These activities entail the identification, prioritization and assessment of a broad range of risks (e.g., financial, operational, business, reputational, governance and managerial), and the formulation of plans to manage these risks or mitigate their effects.”

With more than half of the companies relying on ERM, the review shows that ERM is growing as an accepted practice beyond just financial services companies. If your company is looking to implement or simply improve your ERM program, Wheelhouse Advisors can help. Visit www.WheelhouseAdvisors.com to learn more.

Monday, May 10, 2010

Mind the Knowledge Gap

Former SEC Chairman Arthur Levitt delivered some very interesting remarks in a recent speech at the Annual Audit Committee Conference sponsored by the National Association of Corporate Directors ("NACD").  Mr. Levitt challenged companies to improve the knowledge base of its board members to allow for more fulsome discussions on risk.  He also provided some recommendations for better governmental oversight and regulatory reform.  Here are a few of his thoughts.
Let’s talk about steps that need to be taken by corporate boards on their own. In general, I favor elements that improve transparency and accountability. Basic improvements, like giving investors access to the proxy, would push boards to be more proactive, and more sensitive to investor concerns.

But being more accountable is a lot easier when you have the right expertise. Right now, independent board members often don’t have the base of knowledge they need. When someone working every day inside a corporation is presenting information and analysis to the board, there will always be a gap between what they know and what the board knows. This gap is inevitable, but it need not be permanent. That is why I would strongly favor that boards of directors include individuals with financial market experience, and especially expertise in understanding, pricing, and managing risk. With even one  member regularly raising challenging questions and issues, boards would be able to press management to think far more creatively about issues such as counter-party risk, operational risk, and so on.

Mr. Levitt is right in his view that the knowledge gap must be bridged to ensure board members are truly effective in their roles.  It will take renewed efforts on both sides - management and board - to accomplish this feat. However, not only will they benefit, their shareholders will as well.

Wednesday, March 24, 2010

Risk Management Moving to the Fore at Board Meetings

Risk management is increasingly moving to the fore in boardrooms across corporate America.  At least that is what some board members shared with finance professionals last week at a conference in Orlando, Florida.  According to a report in CFO magazine, risk management concerns among others are driving the desire for more exposure from the finance team.  Here is a summary of their report.
With board members more concerned about risk management and succession planning these days, CFOs should make sure they — and their staffs — have a strong presence in the boardroom, a group of retired CFOs-turned-board members told financial executives attending the CFO Rising conference in Orlando last Wednesday.  "The board wants to make sure they hear all opinions," said Ellen Richstone, former finance chief of several public companies, including Sonus Networks, and now on the board of Blue Shift Technologies. "They don't want to hear just the CEO." If the CFO and other members of the management team aren't available to the board, it sends up a red flag, she said.

Any red flags at your company's board meetings due to a lack of involvement by the finance team?  If so, there is no time like the present to remedy the situation.

Wednesday, January 13, 2010

Board-level Commitment to ERM is Growing

This week, results from the 2010 Global Enterprise Risk Management Survey were released by Aon and they indicate a growing level of maturity in ERM programs.  In addition, as the program maturity levels increase, board members are becoming increasingly involved in the effort.  Here is a summary of the board-level indicators from the survey results.
Board-level commitment to an enterprise risk management initiative is absolutely critical to achieving the highest value from ERM efforts and investment. Not only does board buy-in establish priorities and sanction resource allocation, it is a key factor in establishing and maintaining an appropriate risk culture and embedding ERM throughout the chain of command. Best-practice organizations ensure that boards and management have defined risk management responsibilities and delegations of authority.

Responsibility for risk management, including internal and external reporting of risk, should be embedded into the organization’s governance structures and discussions, with emphasis at the board level on:„„

  1. Confirming the organization’s risk management objectives and strategies.

  2. „„Approving the organization’s risk appetite and tolerances.

  3. „„Confirming the organization’s risk profile and approving management’s approach for responding to the most critical enterprise-level risks.

  4. „Overseeing the organization’s risk governance framework and ensuring that risk management roles, responsibilities and expectations are defined at the senior management level.




Boards that are successful at ERM have established approaches for managing the workload associated with risk governance — including setting expectations for the quality and timeliness of risk reporting from management. When a board is mired in details regarding risk and risk management, decision making can be slow and ineffective. Best-practice boards are able to find an appropriate balance between oversight of risk and risk management (through effective dialogue with and delegation to management) and the board’s practical use of risk information to enhance decision making.


The balance of responsibility between board and management is a crucial element in any successful ERM program.  If your company or board is struggling to achieve this balance, Wheelhouse Advisors can help.  To learn more, visit www.WheelhouseAdvisors.com.

Thursday, October 22, 2009

Winds of Corporate Governance Change Are Blowing

Yesterday, the U.S. Government announced major pay reductions for executives at companies recently aided by taxpayer funded capital infusions.  In addition, the Wall Street Journal reported that these same companies will be forced to make some significant changes in their governance structure and risk management practices.  Here is what one prominent corporate governance expert had to say about the demands.
The government's move "is a seismic shift,'' said Espen Eckbo, director of the Center for Corporate Governance at Dartmouth College's Tuck School of Business. But the broader impact will be "much more significant from the governance side,'' he added. Mr. Eckbo anticipates increased shareholder pressure on companies without federal bailouts to create board risk committees and split the roles of chairman and CEO. There likely will be more non-binding stockholder resolutions next year calling for such changes, he predicted. In particular, "risk committees are a no brainer.''

As more companies establish board risk committees, Enterprise Risk Management ("ERM") programs will come under greater scrutiny and need to be more robust.  Wheelhouse Advisors can help strengthen your ERM program.  Visit www.WheelhouseAdvisors.com to learn more.

Corporate Governance

Wednesday, October 7, 2009

Improving Executive Compensation Oversight and Pay Processes

In light of the increased risks associated with executive compensation programs, The Conference Board recently established a task force to develop guidance for companies looking to improve their pay processes and oversight.  The guidance has been published and centers on five principles that companies should strive to achieve.  Here are the five principles.
Principle One—Paying for the right things and paying for performance

Compensation programs should be designed to drive a company’s business strategy and objectives and create shareholder value, consistent with an acceptable risk profile and through legal and ethical means. To that end, a significant portion of pay should be incentive compensation, with payouts demonstrably tied to performance and paid only when performance can be reasonably assessed.

Principle Two—The “right” total compensation

Total compensation should be attractive to executives, affordable for the company, proportional to the executive’s contribution, and fair to shareholders and employees, while providing payouts clearly aligned with actual performance.

Principle Three—Avoid controversial pay practices

Companies should avoid controversial pay practices, unless special justification is present.

Principle Four—Credible board oversight of executive compensation

Compensation committees should demonstrate credible oversight of executive compensation. To effectively fulfill this role, compensation committees should be independent, experienced, and knowledgeable about the company’s business.

Principle Five—Transparent communications and increased dialogue with shareholders

Compensation should be transparent, understandable, and effectively communicated to shareholders. When questions arise, boards and shareholders should have meaningful dialogue about executive compensation.

These guiding principles seem to provide what many may say is simply common sense advice.  However, given the environment that we find ourselves in today, common sense such as this may not be as common as one might think.

improving pay processes

Wednesday, September 23, 2009

The Need for ERM Becomes More Evident

In this month's issue of the Journal of Accountancy, Enterprise Risk Management ("ERM") is profiled as a management discipline that has much room for improvement in many companies today.  The authors of the article note that few companies have adopted a true ERM approach and a large number of companies have yet to see the value of implementing an ERM program.  However, with the complexity and interconnection of risks increasing, many senior executives and board members are realizing the need for a solid ERM program in their company.  Here is what the authors have to say.
Much of the shift in thinking about risk oversight has centered on ever-growing calls for boards and senior executives to embrace the business paradigm widely known as enterprise risk management (ERM). ERM is championed as an effective approach to identifying, assessing and monitoring risks across organizations and establishing communication protocols to efficiently share this risk information quickly across the entity. The ERM approach emphasizes a top-down, holistic view of the inventory of key risk exposures potentially affecting an enterprise’s ability to achieve its objectives. Proponents argue that a comprehensive ERM process helps to ensure that significant risks are given adequate consideration by senior management and boards of directors in the strategic planning process. Boards and senior executives use this inventory of risks with the goal of preserving and enhancing stakeholder value.

Is your company contemplating an ERM implementation?  If so, Wheelhouse Advisors can help. To learn more, visit www.WheelhouseAdvisors.com.

ERM need

Monday, September 21, 2009

Risk and Pay Regulations Demand Strong ERM Programs

The debate about the Federal Reserve's plan to regulate pay practices at financial institutions is heating up.  Reports in the Wall Street Journal indicate that views on the matter are highly polarized.  In addition, experts are suggesting that the new regulations could mean that boards of directors will need to work harder to understand their company's risk profile and compensation systems.  Here is an excerpt from the WSJ.
The Federal Reserve's new push to regulate pay at U.S. banks will make things more difficult for boards and their compensation committees, already under fire for controversial pay practices. The planned Fed move could increase time demands, recruitment challenges and legal exposure for boards, predict directors and pay consultants. "You're going to have to make sure the whole board is involved in risk issues," says Robert E. Denham, a Los Angeles attorney and former chief executive of Salomon Inc. Mr. Denham is co-chairman of an executive-pay task force created by the Conference Board, a New York business group.

Companies and board members will need to rely more than ever on their enterprise risk management ("ERM") programs to provide timely information to support compensation related decisions.  In addition, greater regulatory scrutiny will demand the implementation of strong ERM programs.  Wheelhouse Advisors can help your company design and implement a cost-effective ERM program.  Visit www.WheelhouseAdvisors.com to learn more.

Federal-Reserve-Seal-logo

Tuesday, September 8, 2009

Corporate Boards Struggle With ERM

Corporate Board Member Magazine recently profiled the seven hot buttons for corporate boards today.  Not suprisingly, risk management was at the top of the list.  However, the article points out that many in the boardroom are having a difficult time not only addressing risk, but also understanding the best way to govern risk throughout the organization.  Here's an excerpt from the article.

The word risk has a broad range of meaning, and the term is bandied about in corporate America as much as healthcare is in Middle America. Yet, risk shouldn’t be a reduced to a buzzword or a single committee, but rather it should be considered as a managed process that is discussed yearlong. “Directors are asking, ‘What’s my job? How do I get my arms around risk, and what’s management doing to mitigate risk?’” Keith Higgins, partner, Ropes & Gray LLP, tells Corporate Board Member. “Directors have to talk to the CEO and get the CEO to put risk analysis on every agenda. All the math whizzes built great risk models and they were not maybe as predictive as people thought.”


Moreover, risk management should not be viewed in and of itself. Bernard C. Bailey, chairman, LaserCard Corp., a secure ID provider, and director on the boards of EF Johnson Technologies, Telos Corp., and Spectrum Control, doesn’t look at risk management as something you put into a separate box. “It permeates every function within the enterprise—legal, operational, financial, liquidity, marketplace, fraud,” he says, emphasizing that the risk conversation has to be expanded to the whole board.



As the gentlemen quoted in the article point out, effective enterprise risk management is not a simple or easy task.  It is a process that must be woven into the very culture and operation of the entire business - from the boardroom to the mailroom.


ERM challenge

Thursday, September 3, 2009

Implementing ERM: What Boards Must Consider

The Committee of Sponsoring Organizations of the Treadway Commission ("COSO") recently released a white paper discussing the role of the Board of Directors in an effective Enterprise Risk Management ("ERM") program.  It provides an overview of the key drivers for implementing ERM today and what Boards must consider during the implementation.  Here is what they suggest.
In the aftermath of the financial crisis, executives and their boards realize that ad hoc risk management is no longer tolerable and that current processes may be inadequate in today’s rapidly evolving business world. Boards, along with other parties, are under increased focus due to the widely-held perception that organizations encountered risks during the crisis for which they were not adequately prepared. Increasingly, boards and management teams are embracing the concept of enterprise risk management (ERM) to better connect their risk oversight with the creation and protection of stakeholder value.

While ERM is not a panacea for all the turmoil experienced in the markets in recent years, robust engagement by the board in enterprise risk oversight strengthens an organization’s resilience to significant risk exposures. ERM can help provide a path of greater awareness of the risks the organization faces and their inter-related nature, more proactive management of those risks, and more transparent decision making around risk/reward trade-offs, which can contribute toward greater likelihood of the achievement of objectives.

If your company is considering implementation of an ERM program or simply looking to enhance your current ERM program, Wheelhouse Advisors can help.  To learn more, visit www.WheelhouseAdvisors.com.

COSO

Monday, May 18, 2009

Post Stress Test Disorder

Now that the stress tests are over, it looks like the other shoe to drop may be certain changes in leadership at the nation's largest financial institutions.  According to a report by CNN and Fortune Magazine, regulators are now interested in the ability of bank leaders to properly manage an institution's risk profile.  Here is what was reported.




The nation's leading banks may have been deemed solvent, but it remains to be seen whether top management at those firms will soon go bust. Among the findings in its two-month long "stress test" program announced May 7, the government not only told 10 institutions to raise a total of $75 billion in additional capital, but also pushed banks to take a hard look at their leadership. Industry regulators specifically asked banks to review both top executives and board members over the next month "to assure that the leadership of the firm has sufficient expertise and ability to manage the risks presented by the current economic environment."



Performance to date indicates some institutions have developed "post stress test disorder" and changes may be needed. The only question is whether the changes will be made on their own volition or not.


bank_stress_test

Tuesday, May 12, 2009

Boards Are Reassessing Risk Management Practices

This month, Financial Executive Magazine highlights risk management survey results from a recent study by the National Association of Corporate Directors (NACD).  Not surprisingly, board members indicate they are not very satisfied with their respective company's risk management approach.  Here is what they said.
More than half of audit committee members polled in the NACD survey said they were only somewhat or not satisfied that their board has effective processes in place to oversee the company’s risk management activities. Risk management has been on the radar — if not a priority — for most companies and boards over the past several years. Yet many are asking whether “the ball is being moved forward,” and whether risk needs to be considered in a different way. Nearly 75 percent of the audit committee members surveyed said they are reassessing risk management and oversight processes as a result of the financial crisis. One of their biggest challenges, they said, is understanding the link between strategy and risk; and many are concerned that management may not have a holistic view of the company’s risk profile.

A true enterprise risk management program is required to address these challenges.  Wheelhouse Advisors can help.  To learn more, visit www.WheelhouseAdvisors.com.

boardmeeting

Wednesday, May 6, 2009

Sound Advice About Corporate Governance

Companies looking to strengthen their corporate governance practices typically seek legal counsel to ensure the methods used will stand up against potential challenges from plaintiff attorneys and regulators.  Terry M. Schpok, a leading corporate governance attorney, was interviewed this week about the advice he is providing boards of directors during the current financial crisis.  Here is what he had to say about risk management.
A number of surveys have recently ranked risk management as one of the top concerns of a board. The cliché "desperate times breed desperate measures" has particular relevance today. Many boards are focusing on ensuring that management does not take desperate measures that may ultimately be challenged as improper, illegal, or exceptionally risky. The board should assure itself that the company is dedicated to enterprise risk management, meaning a top-down, holistic approach to risk management, including an assessment of operational, financial, strategic, compliance, and reputational risk. This approach eschews looking at each category independently in favor of assessing the company's overall risk.

Because the current financial crisis is generally attributed to poor risk management, boards should consider whether they have the ability to effectively monitor risk management. They should assure that the company has an education program that provides directors with a good understanding of the company's business and the major risks it faces. Depending on the nature of the risk and, particularly, new risks, a company may need to consider changing or adding board members with expertise in particular areas of concern. There also should be an oversight structure within the board to assure that regular periodic reports from those involved in the risk management function are provided to the board.

The entire board should remain engaged in the risk management process and be kept informed by any board committee that is reviewing details of the process on an ongoing basis. Finally, directors also need to be sure that they are getting information that they need to understand the company's risks as well as management's assessment of those risks. They need to be sure that management is properly assessing risks. They should review current risk management practices with the company. The board should also know what the company is doing to respond to and assess counterparty risk that may be posed to the company by lenders, insurers, suppliers, customers or other parties to business relationships the company.

This is sound advice from a leading expert in the field of corporate governance.  Wheelhouse Advisors is prepared to help companies implement the practices he suggests.  To learn more, visit www.WheelhouseAdvisors.com.

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