Proposal to Assist COMPANY With the Development and Implementation of a Global Enterprise Risk Management (ERM) Strategy Activities critical to the completion of the Global ERM Strategy have been identified; this document provides further explanation and details about the most important activities, including deliverables. Define the scope of the ERM Program Scope definition will provide the project boundaries and discipline that are critical to the success of any significant initiative. The organizational units involved, timeline and deliverables will be determined at this early stage. Deliverable: Project Charter Current State Assessment A comprehensive current state assessment provides the foundation for the rest of the implementation. We will review existing background material, including business strategy and key initiatives, previous risk assessments, available risk management program documentation, etc. Previous incidents/events and their corresponding impact to the organization will also be reviewed. Interviews with key stakeholders will help the project team better understand stakeholder expectations of the global risk management profile project going forward, as well as providing input around key risks and incidents, and the capability of the organization to manage them. This process is not only critical for the development of various building blocks of the Program – strategy, processes, risk appetite, roles & responsibilities, etc. – but is also key to building buy-in and garnering necessary participation for the project to be successful in the long term. The following questions need to be answered during the current state assessment to help shape the overall ERM approach: o Top down (Executive-driven) vs. bottom up (sub-business unit and function) o Degree of quantification o Coordination and collaboration among risk related functions o Impact of decision making at an operational and strategic level Deliverable: High Level Current Assessment Report Strategic Plan An effective strategic planning process will go a long way in helping develop an ERM program that is dynamic and productive over the long-term. The plan itself is not as important as the planning process – including the sharing of ideas and the garnering of management and other 1 stakeholder support. This collaboration will help to embed the ERM process in the culture of the organization very early on. In the end, the plan provides a vehicle to communicate your vision for the risk program to staff, business partners, management, and other key stakeholders. Deliverable: Program Strategic Plan ERM Methodology and Terminology The development and implementation of a common methodology for identifying, assessing, managing and reporting on risk is essential to ensure consistent results and a manageable risk profile. The DelCreo enterprise risk management framework (pictorial is included below) provides a baseline for the definition and implementation of that approach. Furthermore, several key elements of that framework have been identified as critical components of the ERM Program. ERM Framework Business Objectives/ Value Drivers Risk Drivers Strategy Capability Risk Functions Internal Audit Risk Mgmt BCP Organization • Enterprise Risk Committee • CRO or ERM Manager ERM Regulatory Compliance Grow Revenue IT Security Legal EH&S Risks • • • • • Strategic Operational Stakeholder Financial Intangible Control Cost Allocation of Capital • • • • • • Functions Process Organization Culture Tools EnterpriseWide Integration • Risk Attributes • • • • Knowledge Mgmt Metrics Training Communication Risk Management Process Risk Strategy • Appetite • Prioritize • Treatment Approach Risk Strategy & Appetite Assess Risk Capability Culture Program Strategy • Develop • Deploy • Continuously Improve Tools • RiskWeb • Early Warning System • Assessment and Quantification tools Enterprise-wide Integration Treat Risk Monitor & Report • • • • Strategic Planning Programs/PMO Processes Functions Risk Attributes • • • • • Lifecycle Individual Portfolio Qualitative Quantitative © 2004 DelCreo, Inc. All rights reserved. U.S. Toll-free 866.DELCREO | International 001/801.756.4180 info@delcreo.com | www.delcreo.com Risk Appetite Risk appetite is a common risk management term. It is a framework an organization uses to measure its appetite, or desire to accept or not accept a given level of risk. Risk appetite should be defined in terms of various types of impacts, in order to allow a range of risk exposures to be assessed and assigned a risk level. Each risk level should have a corresponding response, commensurate to the existing risk exposure, which can be applied throughout the organization. 2 The following questions will assist in the definition of the risk appetite and the acceptable level of risk: Where do we feel we should allocate our limited time and resources to minimize risk exposures? Why? What level of risk exposure requires immediate action? Why? What level of risk requires a formal response strategy to mitigate the potentially material impact? Why? What events have occurred in the past, and at what level were they managed? Why? The Risk Appetite has three key elements: 1. Impact helps the user assess the potential consequences of a risk/event to the organization. The development of the Impact table is a critical element of the Global Risk Profile process. 2. Likelihood measures the probability that the risk/event will come to fruition and will actually result in a loss. 3. Risk Appetite is a two-dimensional scorecard that drives mitigating action commensurate with the exposure the organization faces. Risk Appetite – Impact Table 1000 + WW product issue or business impact > 6% WW employee impact Med 2-5% 10-100 500999 Regional issue with high public exposure 2% 4% Low 1-2% 2-10 50-499 Local issues with high public exposure < 2% > 7 days Global Media Coverage Criminal or civil liability for executives (i.e., Sarbanes-Oxley) Regional employee issue broad awareness $1m to $5m $2-10m 3-7 days National Media Coverage Potential noncompliance may result in criminal or civil liability for executives (i.e., Sarbanes-Oxley) Local employee issue with broad awareness $100K to $1m $200K to $2m 1-3 Days Local Media Coverage Process to bring organization into compliance has not been defined and/or followed. © 2004 DelCreo, Inc. All rights reserved. U.S. Toll-free 866.DELCREO | International 001/801.756.4180 info@delcreo.com | www.delcreo.com 3 Legislative/ Regulatory >$10m Loss of life or other physical injury Impact on the Brand/Rep > $5m Threat To Employee Satisfaction Reporting Delay Variance from targeted customer satisfaction metric 100 + Regulatory Compliance Revenue Scope of incident >5% Brand/ Rep Cost # of “small” merchants impacted High Financial Employee Safety # of “large” merchants impacted Employees % of transactions impacted Customer Satisfaction Risk Level Value Drivers DelCreo’s rapid development process will culminate in the development of an initial Risk Appetite in the form of a Risk Appetite Table. The process includes the following steps: Review available documentation of organization and functional strategies, risk management processes, risk assessments, incident/crisis management data, etc. Identify key stakeholders. Stakeholders can be any person, group or entity that can place a claim on the organization's attention, resources or output, or is affected by that output. Conduct a facilitated workshop to identify stakeholder value drivers (the interests, benefits and outputs that stakeholders demand) and key risk indicators (the specific measures of value), determining thresholds associated with varying levels of risk mitigation effort (i.e. greater than $100M impact requires escalation to CFO). Draft Impact, Likelihood, and Risk Appetite Tables. Review and validate with key stakeholders, revising as appropriate. Consider the need for training/awareness activities to ensure consistent application of the Risk Appetite by the organization. Embed the elements of the Risk Appetite in risk management processes (i.e. risk assessment) as well as incident/crisis management and some compliance activities. The current state assessment process will provide significant input into the risk appetite development activities Risk Classification System The development of a risk classification system is an essential enabler of an ERM Program. The classification system creates a common nomenclature that facilitates discussions about risk issues throughout the organization and the development of information systems that gather, track, and analyze information about various risks. As the Program develops the ability to correlate cause and effect, identify interdependencies, and track loss experience information related to classes of risks, the ERM process will help focus limited resources on your most critical risks. An example of a risk classification system follows: 4 Types of Risk We seek to apply one method to identify risks, prioritize them, and balance risk mitigation investment & resources across risk categories and across the business domains where feasible. Regulatory compliance cuts across all types of risk Strategic • • • • • • • • • • • • Macro Trends Competitor Economic Resource Allocation Program/Project Organization Structure Strategic Planning Governance Brand/Reputation Ethics Crisis Partnerships/JVs Operational •Business Interruption •Privacy • Processes • Physical Assets • Technology Infrastructure • Legal • Human Resources • Environmental • Hazard © 2004 DelCreo, Inc. All rights reserved. U.S. Toll-free 866.DELCREO | International 001/801.756.4180 info@delcreo.com | www.delcreo.com 4 Stakeholder • • • • • • • • Hosted organizations Customers Line employees Management Suppliers Government Partners Community Financial • • • • • • • Warranty cost Market Accounting Credit Cash Management Taxes Regulatory Compliance • Insurance • Transaction Fraud Intangible • • • • • • Brand/Reputation Knowledge Intellectual Property Information Systems Databases Information for Decision Making 18 Risk Treatment Framework For the organization’s most critical risks, we seek to apply a common methodology to balance risk mitigation investment & resources across risk categories and across the business domains where feasible. Many alternatives exist for treating (managing, mitigating, preventing) risk: Accept Risk: Continue normal operations unchanged, with the decision to accept the risk exposure faced. Reduce Risk: Reduce the exposure to existing risks through improvement in controls and other management processes. Transfer Risk: Transfer the risk exposure, perhaps from one business unit to another or from the organization to a third party (i.e. insurer, outsourcing). Avoid Risk: Eliminate risk through the dissolution of a key business unit or operating area. Acquire Risk: Management decides that the organization has a core competency managing this risk, and seeks to acquire additional risk exposures of this type in exchange for additional compensation. Share Risk: Share risk through partnerships, outsourcing agreements, or other risk sharing vehicles like insurance associations. 5 Risk Management Processes Although risk management processes may be relatively easy to understand, formal documentation and implementation of processes to be used across the organization is critical. Effective risk management processes must be consistently applied across different risk areas, and integrated into normal business operations as appropriate. Risk management processes we will consider for formal development include, but are not limited to: Establishing risk policies, procedures, and standards Risk identification – documentation of the risk universe Risk assessment – prioritization of key risks Risk measurement – quantification of residual risk Risk treatment – evaluation of alternatives and implementation of optimal treatments Continuously monitor risk profile and existing risk treatments Continuously monitor risk management program capabilities Report on risks and effectiveness of risk management program and capabilities Deliverables: ERM Methodology and Terminology: Risk Appetite Table Risk and Treatment Classification System Risk Process Documentation Definition of ERM Roles and Responsibilities In a fully functioning ERM process, various risk management functions participate by exchanging information and cooperating on risk mitigation activities. The project will identify the existing processes by which risk information is exchanged among the functions and businesses, and the effectiveness of that collaboration. DelCreo uses client tested methodology to bring together those groups responsible for risk management activities – including Treasury, Internal Audit, Insurance, Privacy, Physical Security, Information Security, Legal, Credit, Business Continuity Planning, Crisis Management and others as appropriate – to determine the people, processes and technology that will be enablers to reaching the goals of the ERM Program. 6 Enterprise Risk Management Roles & Responsibilities Responsibilities •Approve risk appetite •Review portfolio of risk and evaluates against risk appetite •Understand and approve risk mgment capabilities BOD CEO •Set risk appetite •Provide risk decision direction to SVPs CFO CIO COO •Assign responsibility of specific risk mgmt policies, activities, etc. to business/risk personnel •Communicate risk appetite Responsibilities •Evaluate, monitor, and report on the adequacy and effectiveness of the risk management process •Monitor regulatory compliance Internal Audit Enterprise Risk Management Security, Risk, Control and Compliance Functions •Cascade risk appetite, processes, etc. •Establish and maintain effective risk management processes •Aggregate and analyze risk portfolio •Coordinate risk management resources •Develop and deploy risk management technology •Design and implement risk measurements •Collect, aggregate, analyze and report risk measurements information •Host risk council •Manage risk areas •Participate in risk council •Risk measurement & tracking © 2004 DelCreo, Inc. All rights reserved. U.S. Toll-free 866.DELCREO | International 001/801.756.4180 info@delcreo.com | www.delcreo.com The responsibilities of Program participants would typically include: Provide risk management program leadership, strategy, focus and direction. Set the organization’s risk appetite. Develop risk classification and measurement systems. Develop and implement escalation metrics and triggers (events v. incidents v. crises). Develop and monitor early warning systems, based on escalation metrics and triggers. Develop and deliver organization-wide risk management training. Coordinate risk management activities. An effective ERM Program should have representation from executives and risk functions, as well as business unit risk managers. Participants may include C-level executives, Treasury, Legal, Information Security, Internal Audit and EH&S, as well as risk managers or other business managers from the organization’s business units. Including a range of voices will improve the quality of Program results and help to further embed risk awareness into strategic business decisions and operations. Deliverable: Defined roles and responsibilities of ERM Program participants 7 Perform Risk Assessment A risk is defined as the uncertainty of an adverse event occurring and its impact on an organization’s value and ability to achieve objectives. The primary objective of a risk assessment is to identify and assess the pool of risk exposures at an organization so that future efforts will be focused on managing the most significant risks. This process is driven by much of the work completed earlier in this implementation plan (i.e. Risk Appetite, Risk and Treatment Classification Frameworks). A critical – and often overlooked – component of the risk assessment process is gaining consensus about the effectiveness of existing risk treatments. The term “risk treatment” is often synonymous with mitigation, prevention or control, but DelCreo uses the term treatment to encompass more than those other terms do – each of which imply activities that aim to reduce the organization’s risk exposure. An organization must consider activities that increase or optimize the risk profile, thus providing higher expected returns on investments. Considerations when assessing the effectiveness of existing risk treatments include, but are not limited to: • • • • • Measurable results of the treatment activity (i.e. fewer accidents, decrease in trading losses, zero lawsuits) Cost and other resource considerations Applicability to multiple risks Sunk costs Lifecycle of the treatment(is the treatment bringing maximum value today or is that still to come in the future) Stakeholders will be asked to participate in the following processes: • • • • • Risk Identification – identify the universe of risks faced by the organization; consider those risks which participants have some reasonable degree of visibility into during the course of their job responsibilities. Risk Treatment Identification – for each risk identified, consider the risk treatments (or other management processes) in place to combat the likelihood and/or impact of the risk. Risk Treatment Assessment – evaluate the effectiveness of existing treatments in place; this will help the project team make an accurate assessment of the risk exposure and derive residual risk during the risk assessment process. Risk Assessment – capture data, using quantitative and qualitative analytical methods, around the likelihood and impact of risk exposures, as well as the treatments in place to mitigate risk. Risk Prioritization – gain consensus based on the previous four steps to create a prioritized view of risk exposures (which includes assignment of risks to owners and the development of related action plans); the Global Risk Profile is the primary output of the risk analysis. We recommend that the initial risk assessment use a qualitative approach based on previous risk assessments, a review of past incidents and crises, interviews with key stakeholders, detailed 8 testing as appropriate, and other observations made during the course of the implementation. The Risk Appetite (described above) will provide the benchmark against which risk will be evaluated and ultimately prioritized. Deliverable: Global Risk Profile Risk Mapping Financial risks high frequency Frequency losses Political risks Workers Patent infringement Property values Comp Benefits Business Interruption Product liability low frequency low severity Not insured/not insurable high ‘Unexpected’ cost of risk Insurable/hedgeable Partially Insurable/hedgeable ‘Budgetable’ cost of risk over several accounting periods © 2004 DelCreo, Inc. All rights reserved. U.S. Toll-free 866.DELCREO | International 001/801.756.4180 info@delcreo.com | www.delcreo.com 9 ‘Expected cost of risk over several accounting periods