BE ER Enterprise Risk Management Dick Oude Alink Corporate Risk Manager October 18, 2005 Risk Management Akzo Nobel in the World Geographic breakdown net sales (by origin) 46% Euro region 17% USA/ Canada 22% Other European countries 9% Asia 6% Other regions Risk Management Organization Board of Management Corporate Staff Pharma BUs Coatings BUs Chemicals BUs Risk Management Business Units Pharma • Intervet, Organon, Nobilon Coatings • Car Refinishes, Decorative Coatings Europe, Decorative Coatings International, Industrial Finishes, Marine & Protective Coatings, Nobilas, Powder Coatings Chemicals • Base Chemicals, Functional Chemicals, Polymer Chemicals, Pulp & Paper Chemicals (Eka Chemicals), Surfactants Risk Management Akzo Nobel Our Ambition Be the first choice of customers, shareholders and employees and a respected member of society Our Commitments •Focus on our customers •Competitive returns for our shareholders •Create an attractive working environment •Socially responsible Risk Management Akzo Nobel Our Strategy • Obtain leadership positions • Seek market segments with an attractive structural profitability • Develop critical mass This strategy calls for a constant upgrading of the portfolio Our Values • Entrepreneurial spirit • Personal integrity • Social responsibility Risk Management Akzo Nobel Our Principles • • • • • Recognize our responsibilities Endorse free enterprise Insist on business integrity Encourage community activities Stimulate communication Health, Safety and the Environment • HSE is an integral part of the business policy • Go beyond compliance • Actively support HSE care programs Risk Management Akzo Nobel Policy Health, Safety and the Environment • Prevent harm to and promote the health of employees and other stakeholders • Strive to prevent injuries at work • Prevent or minimize the environmental impact • Expand our concern for HSE (Product Stewardship) In Society • Be a respected member of society • Support educational, sports, arts, cultural and scientific programs • Encourage young talent Risk Management Have a Look Go to website Risk Management Facts and Figures Key Figures 2004 EUR mln Net income* Net sales Operating income* Number of employees (year-end) 770 12,688 1,210 61,450 * excluding nonrecurring items Risk Management People 4% 2% 15% 19% 32% 7% 60% 14% 47% Pharma Coatings Chemicals Other units Europe North America Latin America Asia Other regions Risk Management Breakdown Net Sales 2004 25% 34% Pharma Coatings Chemicals 41% Risk Management Research and Development • 2004 R&D expenditures (EUR 823 million), were down 7,0% from 2003. • R&D expenses as percentage of sales: 6.5% 20% 16% 15% 10% 5% 3% 3% Coatings Chemicals 0% Pharma Risk Management Be aware that risks can have many faces…… Risk Management Why Risk Management and why now? • Dynamic and complex business environment Risk Management Dynamic & Complex Business Environment • Global Customers • Fluctuating Exchange rates • Increasing raw material/transport prices • Changing regulations • Reduced raw material availability • Complex logistics • etc. Risk Management Why Risk Management and why now? • Dynamic and complex business environment • Changing risk arena Risk Management Changing Risk Arena The Risk List ‘Greatest Risk Top 5’ 1 2 3 4 5 from 2000 onwards Loss of Reputation Failure to Change Business Interruption Product Liability Computer Crime late 1990’s Fire Business Interruption Employee Risks Environmental Computer Crime Clear tendency towards intangible & noninsurable risks Risk Management Why Risk Management and why now? • Dynamic and complex business environment • Changing risk arena • Shareholder & stakeholder expectations Risk Management Shareholder & Stakeholder Expectations • People • Planet • Profit Risk Management Why Risk Management and why now? • Dynamic and complex business environment • Changing risk arena • Shareholder & stakeholder expectations • Corporate Governance requirements Risk Management Corporate Governance Requirements • Transparency in operations (opportunities and risks) • Risk based thinking (internal and external auditors) • Law on behalf of Shareholders and Stakeholders - Sarbanes Oxley - Tabaksblat - European Corporate Governance Forum Risk Management Corporate Governance Requirements COSO Internal Control framework COSO ERM framework Internal Environment Control Environment Objective Setting Risk Assessment Event Identification Risk Assessment Control Activities Risk Response Information & Communication Control Activities Information & Communication Monitoring Monitoring Risk Management Enterprise Risk Management within Akzo Nobel Risks are inherent to our business operations & by taking measured risks we want to make money Risk Management Managing risks is a pre-requisite for generating sustainable value & must therefore be an integral part of our business activities Risk Management Enterprise Risk Management Principles • Have opportunities and risks visible and understandable • Show transparency on balance of risks, internal and external • Avoid surprises – – – – Financial Reputation Compliance Business principles Risk Management Enterprise Risk Management Program Business planning Risk Management process objectives/ strategy risk profiles Business planning levels Risk awareness Integrated RM • Akzo Nobel • Group • BU, sub BU, process, site, plant • Corporate departments Risk Management standards and best practices Process owner: ARM Internal risk reporting External risk reporting risk paragraph TOP, SOP, RF LOR Corporate Governance • Tabaksblat • SOX Transparency Transparency Framework: COSO Risk Management Framework and Process Risk Management Enterprise Risk Management Implementation Approach Akzo Nobel Business Management Risk Risk Risk Objectives Self-Assessment Responses Consolidation Transparency Risk Profile Per Risk profile BoM Groups Top 10 Risks Actions Strategic Risk Profiles Per Risk profile BUs Corp. Depts. Top 10 Risks + Risk Responses Operational Actions Risk Profiles Per Risk profile Sub-BUs Top 10 Risks + Processes Risk Responses Actions Compliance Risk Profiles Per Risk profile Sites Plants Top 10 Risks + Risk Responses Actions Risk Management Enterprise Risk Management Workshop Process 2001 Initial Pilot 2002 Project Roll-out Understand the Business 1 2003 Operational Clarify Objectives 2 Respond to Risks 5 4 Assess Risks 3 Identify Risks 2004 Fully Applied 2005 Continuous Improvements Key Success Factors • Top-Down process • Fully aligned with Business Planning and Reporting • Bottom-Up reporting • Execution at all (management) levels • Maximum use of employees knowledge and experience • Enforced Decision-making process • Use of robust interactive tools Risk Management Akzo Nobel Enterprise Risk Management Program Akzo Nobel Policy Risk Policy Letter of Understand 1 LOR Assurance 2 Process 5 Respond 4 Tools Representation Clarify 3 Assess Identify Documentation Support E Catastrophic Loss Website N V P OPERATIONS RISK Business Plan I R O N M E N T R I S K Competitor Technological Innovation Shareholder Relations Sovereign/Political Globalization Patent Regulatory Industry Customer Satisfaction Human Resources Product Development Efficiency Capacity Cycle Time Compliance Product/Service Failure Environmental Health and Safety Trademark/Brand Name Erosion Product Acceptance Resource Availability Channel Effectiveness R O C E S S R I S EMPOWERMENT RISK Leadership Authority/Limit Outsourcing Communications INFORMATION PROCESSING/ TECHNOLOGY RISK K FINANCIAL RISK Commodity Currency Price Cash Flow Liquidity Infrastructure Integrity Language Reporting Default Concentration Credit INTEGRITY RISK Unauthorized Use Employee Fraud Reputation I N FORMATI ON FO R DEC IS IO N MAK IN G R ISK OPERATIONAL Product Pricing Contract Commitment Regulatory Reporting Product Costing Q.Reviews FINANCIAL Budget and Planning Investment Evaluation Financial Reporting Evaluation STRATEGIC Environmental Scan Business Portfolio Valuation Product Life Cycle Resource Allocation Planning © 2001 Arthur Andersen. All rights reserved. Board Accountabilities Business Units Risk Management Enterprise risk management Policy Akzo Nobel is committed to creating long-term value for its customers, shareholders, employees and society, recognising that sustainable profit is essential for the continuity of its business. Risks are an integral part of our business and can feature both in terms of opportunities and gains, as well as threats and losses. Our policy is to ensure that risks are timely identified, adequately understood, properly assessed and effectively responded to by responsible employees at all levels within the company. Through our enterprise risk management framework, we want to provide reasonable assurance that our business objectives can be achieved and our obligations to employees and society can be met. A clear policy statement Approved by the Board of Management, December 2001 Risk Management Akzo Nobel Risk Management Process Workshop preparation Understand the Business 1 Workshop Follow-up Clarify Objectives 2 Workshop Introduction Respond to Risks 5 4 Assess Risks 3 Identify Risks Workshop execution Risk Management The Risk Management Process in 5 basic steps Understand the Business 1 Clarify Objectives 2 Respond to Risks 5 4 Assess Risks 3 Identify Risks Risk Management 1. Understand the Business What is the nature of the business? What is the culture and operating style within and around the business? What are the internal constraints which limit freedom of action or choice? What are the external constraints like laws, regulations and mandatory standards? The design of the enterprise risk management framework will vary according to the characteristics of the business Risk Management 2. Clarify Objectives What expectations have been set? What promises have been made? What must be delivered? Who is responsible for achieving the objectives? Do the objectives cover all elements of sustainable development (economic, social & environmental)? Clarification of the objectives enables the identification of the related risks Risk Management 3. Identify risks IT systems Customers Health, Safety & Environment Asset Integrity Financial Natural events Reputation People Laws & Regulations Research & developmen t Partnering Integrity Risk Management 4. Assess the Risks The Impact versus Likelihood map High Business Interruption Interconnected Technology obsolescence Impact Capital Availability Performance Measurement Competitor Medium Pricing IT System Integrity Financial Reporting Evaluation Regulatory Human Resources Billing and revenue Assurance Product Development Customer satisfaction Credit Fraud Efficiency Reputatio n Low Low High Likelihood Risk Management 4. Assess the Risks The Risk level versus Control effort map High Risk Level Risks may be Undercontrolled Risks may be overcontrolled Low Low Moderate CONTROL EFFORT High Risk Management Risk Sourcing and Response Development What do we need to do to deal with the identified risk? high Risk Level What needs to be done? • Increase effort level • Maintain current effort level • Reduce effort level low low Moderate Control Effort high Risk Management 5. Respond to Risks (the four T’s) In relation to a particular risk there are certain basic strategies to choose from: • Terminate the activity • Transfer the risk to another party • Treat the risk by instituting appropriate business controls • Take the risk (where no further cost effective controls are possible) Risk Management 5. Respond to Risks (possible risk response strategies) Take Intentionally pursue Fully accept Finance the consequences Build in contingencies TeERMinate Cease activity Pull out of market Divest Change objectives Reduce scale Transfer Insure Share (JV, alliance, partnership Contract out (outsource, assign) Diversify / spread Hedge Treat Dealing with risk requires adaptation: • Organization • People & Relationships • Direction • Operational • Monitoring Risk Management Risk sourcing Finding the root cause of the risk • The aim is: – To create a clear picture of where and how business risks originate – To focus attention on the specific areas that have the highest influence on the respective risks – To assist in developing effective risk responses (action plans) Previous experience political/legislation public opinion permit issues Having chosen to have one supplier No other suppliers known HSE legislation dependency on single source No other suppliers available product inherent hazard process inaccessibility plant reliability terrorism Business interruption Natural catastrophe maintenance risk Review and update maintenance programs human error Accident at neighbour catastrophic accidents Lack of preventive maintenance Site infrastructure and utility restriction Logistics related accidents sabotage Lack of knowledge No back-up capacity Analysis opportunity cost vs worse case scenario Investment too high no back-up plan Create a Contingency plan Risk Management Response Development What must be done to deal with the root cause? Risk Source/Root cause Action Responsible Due date Previous experience political/legislation public opinion permit issues Having chosen to have one supplier No other suppliers known HSE legislation dependency on single source No other suppliers available product inherent hazard process inaccessibility plant reliability terrorism Business interruption Natural catastrophe maintenance risk Review and update maintenance programs human error Accident at neighbour catastrophic accidents Lack of preventive maintenance Site infrastructure and utility restriction Logistics related accidents sabotage Lack of knowledge No back-up capacity Analysis opportunity cost vs worse case scenario Investment too high no back-up plan Create a Contingency plan Risk Management Follow-up and Closing Risk Management reporting format (I) Risk Management Report for TOP/RF (sub-)Business Unit: Report date (dd-mm-yy): Organisation Updated Organisation Updated Risk Maps (s)BU risk profile Top-10 risks in terms of Risk level (impact * likelihood) Impact 9.0 5.0 1.0 1.0 5.0 9.0 Likelihood Most significant risks in terms of risk level (descending order of risk level = Impact x Likelihood) # A Description of risk Impact Likelihood Control Effort Risk Level 0.0 Risk Priority 0.0 B 0.0 0.0 C 0.0 0.0 D 0.0 0.0 E 0.0 0.0 F 0.0 0.0 G 0.0 0.0 H 0.0 0.0 I 0.0 0.0 J 0.0 0.0 81.0 Risk Level Risk Management Enterprise Risk Management Monitoring Risks Continuous Management Review • External developments • Changes in the Business Objectives • Internal Developments Last year’s Risk profile • Other Risk Profiles in the Organization This year’s Risk profile • Risk Mitigation Actions Risk Management Enterprise Risk Management Standards • Risk profiles throughout the organization (BoM, BUs, sBUs, processes, main sites and corporate) • Actual & up to date risk profiles and actions plans (Annually reviewed) • Risk Profiles for strategic changes (major investments, acquisitions, divestments, etc.) Risk Management ERM on track for Corporate Governance • SEC Final rule SOX 404: COSO • Tabaksblat: COSO • PCAOB Audit Standard No. 2: COSO Risk Management ERM on track for Corporate Governance SEC Final rule SOX 404: • The COSO Framework satisfies our criteria and may be used as an evaluation framework for purposes of management's annual internal control evaluation and disclosure requirements. Tabaksblat: • “II.1.4. It would be logical for the management board to indicate in the declaration on the internal risk management and control systems what framework or system of standards (for example the COSO framework for internal control) it has used in evaluating the internal risk management and control system. PCAOB Audit Standard No. 2: • The COSO report, provides a suitable and available framework for purposes of management's assessment. For that reason, the performance and reporting directions in this standard are based on the COSO framework. Risk Management Enterprise Risk Management Process applied to: • Projects (e.g. Investments, Outsourcing, Innovation, etc.) • Acquisition/Divestments Risk Management Conclusion • Enterprise Risk Management is proven to add value to the company • Enterprise Risk Management is mandatory for Akzo Nobel, both internally as well as externally Risk Management