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Risk management by directors
One of the important lessons of 2008 is that we can't predict everything and that there will always be surprises (even if in hindsight the cause of the surprise appears to be obvious).
The essence of risk management lies in maximizing the areas where we have some control over the outcome while minimizing the areas where we have absolutely no control over the outcome and the linkage between effect and cause is hidden from us. (page 197, Against the Gods, Peter L Bernstein, 1996)
Whilst the law does not expect directors to be able to predict the future, it does expect them to be diligent in their risk oversight function. There will be increasing regulatory pressure for boards to be more involved in risk management decisions.
Specific hotspots in 2009 will be:
- managing solvency, the level of debt, liquidity, capital management and dvidends;
- board and management evaluation and succession;
- executive remuneration;
- corporate social responsibility and high ethical standards;
- stakeholder communication;
- developing strategies to deal with opportunist investors;
- maintaining compliance resources;
- aligning business performance with your values.
Whilst the board need not be involved in day-to-day activities, it does need to show leadership in the areas of strategy, culture and values.
January 2, 2009 in Corporate Governance | Permalink
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Comments
I'd argue that the essence of risk management is even more fundamental than Bernstein's definition and involves the management of all assumptions made in the planning and operating of a business. The increased regulatory pressure for boards to be more involved in risk management decisions doesn't sit well with the increasing requirement for boards to consist of a majority of independent directors. It may well result in many under-performing companies due to boards being excessively risk adverse.
Posted by: Dean Cording | Jan 2, 2009 3:43:09 PM
Dean
Thank you for your comments.
I agree that a risk matrix should look at all possible risks and prioritise them for likelihood and consequence.
Bernstein argues that risk stems from mathematical uncertainty (particularly in financial services) and the events of the past year would suggest that mathematical formulae have been inadequate in managing risks (eg sub-prime loans).
The business judgment rule is intended to allow boards to make entrepreneurial decisions as long as they have a reasonable basis.
These issues will be considered in the ASIC v James Hardie case.
The trend towards integrating governance, risk and compliance frameworks appears to be an attempt to aligning operations with strategy.
Posted by: David Jacobson | Jan 2, 2009 8:09:56 PM


