Effective risk assessment is fundamental to the management and oversight of risk. While the risk assessment process must be tailored to the individual needs of each organization, the hallmark of a successful risk assessment is one that helps directors and executive management identify emerging risks and face the future confidently. Rather than shuffle “known knowns” around on a risk map, a risk assessment should help decision makers understand what they don’t know.
To that end, 10 practices are summarized below that will help management and directors maximize the value derived from the risk assessment process.
1. Involve the appropriate people. Surveys we have conducted over the years indicate, without exception, that viewpoints and perspectives about risk often differ across a broad range of senior executives, operating units, and functional leaders. Therefore, it is important to involve appropriate stakeholders across the C-suite and vertically into the organization in the risk assessment process to ensure relevant points of view are heard.
2. Reduce the danger of groupthink. The risk assessment process should encourage an open, positive dialogue among key executives and stakeholders for identifying and evaluating opportunities and risks. As a safeguard against executives forming opinions or reaching conclusions without robust debate or considering dissenting views, management should ensure that all perspectives are heard from the right sources and considered in the process. Accordingly, anything an executive truly fears should be out in the open and any concerns about opportunities missed should be aired. The board should set the tone for this kind of open process.
3. Focus comprehensively on the distinctive dimensions of strategic risk. According to the Committee of Sponsoring Organizations of the Treadway Commission (COSO), there are three dimensions to strategic risk: the implications from the strategy; the possibility of strategy not aligning with an organization’s mission, vision and core values; and the risks to executing the strategy. All three dimensions need to be addressed if the company expects to avoid unintended consequences that could lead to lost opportunities or an unacceptable loss of enterprise value.
4. Understand the assumptions underlying the strategy. Boards and executives that are navigating the risk assessment process should consider how the organization’s strategy and risk appetite work in tandem, and how it will drive behavior across the organization in setting objectives, allocating resources, and making key decisions. Are risks evaluated in the context of their impact on the organization’s strategy and operations? Is adequate consideration given to macroeconomic issues? Is there a business intelligence process for monitoring the environment to ensure that critical assumptions remain valid? Is the board informed when assumptions are no longer valid? Are strategic assumptions stress-tested?
5. Consider the impact of disruptive change. The rapid pace of change in the global business environment is risky for entities of all types. Change alters risk profiles. The unique aspect of disruptive change is that it represents a choice: On which side of the change curve does an organization want to be? With the speed of change and constant advances in technology, rapid and innovative responses to new market opportunities and emerging risks can be a major source of competitive advantage. Conversely, failure to remain abreast or ahead of the change curve can place an organization in a position of becoming captive to events rather than charting its own course. The risk assessment process must be dynamic enough to account for significant change.
6. Consider appropriate criteria to assess “high impact, low likelihood” risks. When considering extreme risk scenarios, the operative question is: How resilient is our organization in the event one or more of these scenarios occurs? Velocity of the impact as the scenario evolves, persistence of the impact over time, and the entity’s response readiness are useful risk criteria to consider when answering this question.
7. Understand the sources of risk. One of the most difficult tasks in risk management is translating a risk assessment into actionable steps in the business plan. Risk owners often don’t know what to do to address significant risks based on risk assessments displayed on the traditional two-dimensional graph. Accordingly, it may make sense to source the root causes of the most significant risks to better understand them and design more effective risk responses. Therefore, the process should be designed to identify patterns that connect potential interrelated risk events—risks that are not necessarily mutually exclusive.
8. Inform the board of the results in a timely manner. Directors should agree with management’s determination of the organization’s significant risks and incorporate those risks into the board’s risk oversight process. In addition, significant risk issues warranting combined attention by executive management and the board should be escalated to directors’ attention in a timely manner. A process for identifying emerging risks should be in place to supplement the ongoing risk assessment process.
9. Integrate risk considerations into decision-making. As important as the risk assessment process is, it may be just as important to consider the impact of major decisions on the organization’s risk profile. If risk is understood to be the distribution of possible outcomes over a given time horizon due to changes in key underlying variables, it should be noted that major decisions either create new or different outcomes, some of which may be unintended, or alter previously considered outcomes. Significant decisions, therefore, should involve the board’s understanding of the organization’s appetite for risk and consider how those decisions impact the entity’s risk profile.
10. Never end with just a list. Following completion of a formal or informal risk assessment, management should designate the appropriate risk owners for newly identified risks so that appropriate responses and accountability structures can be designed for their execution. “Enterprise list management” is aimless, loses its novelty over time, and can lead to trouble if risks are identified and nothing is done to address them.
An effective risk assessment process lays the foundation for executives and directors to navigate a changing business environment with confidence. The above practices can assist organizations in defining their most important risks and enable the board to ensure that its risk oversight is appropriately focused.
Overseeing risk is no small task for boards as a company’s footprint is no longer confined to local or even national boundaries. The globalization of business—spurred in large part by the Internet—has simultaneously expanded business opportunities while also introducing new worlds of risk that an organization must contend with.
The National Association of Corporate Directors (NACD) invited Joan Meyer, a partner at Baker McKenzie LLP, and SecureWorks Chief Threat Intelligence Officer Barry Hensley to offer their insights on these issues as part of a larger panel discussion at the Leading Minds of Governance–Southwest event.
Highlights from their conversation with NACD Directorship Publisher Christopher Y. Clark follow.
What is your outlook on the complexities of being an international company?
Joan Meyer: It’s becoming extremely complex because there is increasing enforcement from other jurisdictions. Five or six years ago, the U.S. was the predominant regulator and multinationals only had to deal with certain European countries in addition to the United States. Now, we are seeing emerging markets that are getting extremely aggressive. They are also putting in more restrictive laws and data privacy rules about the transfer of data. It’s a real conundrum for companies because they not only have to comply with U.S. law but the more robust law of various regimes, which create conflicts. Some of that risk may be theoretical because certain jurisdictions have not begun enforcing these laws —but it’s out there.
If you are disclosing information to a U.S. enforcement authority but you can’t get information out of a foreign jurisdiction, a U.S. regulator might not care— they just want the information. In this situation, not only is executive management caught in a bind, but the board will be asked: “What do we do?”
The U.S. Department of Justice is also pursuing individual prosecutions of mid-level managers and the C-suite, and there is increasing pressure on companies dealing with U.S. authorities to get cooperation credit by identifying individuals who are culpable for the misconduct. And it’s not only in the U.S. where that’s happening. Because the government wants real-time cooperation in pursuing individuals, it’s frustrating for companies because they are being pushed to provide investigatory conclusions to the government which they may not have completed. On a global basis—whether it’s Saudi Arabia, China, Russia, or Brazil—individuals are being actively pursued. The problem is compounded if they are expatriates who are working in these foreign countries for a limited period of time, don’t understand the culture, and are suddenly being subjected to detention or prosecution. This puts managers working outside countries with an established legal system at real risk because they may be pursued by authorities simply for a perceived failure to exercise their supervisory responsibilities in the right way.
What questions should a board chair ask the chief information security officer [CISO]?
Barry Hensley: First: What are our top five risks? Only by thinking like the enemy can the CISO begin to itemize and categorize the company’s security risks. Consider the following ways you may be attractive to cyber threats: your brand and how you’re perceived on the world stage; your digital capital, such as intellectual property, electronic currency, and personal data and how it’s secured; and your internet-exposed vulnerabilities.
Second: Does our security program have the visibility to detect an advanced adversary whose work eludes security controls? The threat does not remain static nor does the network. While some tactics and tradecraft are well known, the adversary is innovating, always seeking opportunities to bypass traditional protections. For example, while implementing multi-factor authentication is important, bad actors are finding ways to impersonate users and hijack credentials. Does your risk assessment learn from the headlines and adapt? It’s important to keep risk assessments current and update your mitigation strategies and budgets against these threats.
Third: Does your staff collectively understand the term “breach” and the conditions that trigger a formal response? Are you prepared with a meaningful, rehearsed, cross-disciplinary crisis response plan? While no company wants to dwell on the potential for serious incidents and breaches, preparation is still essential. This requires a real understanding of what constitutes an addressable incident, what triggers it, the steps that must occur to resolve the incident, and the people involved. Key tenets should be established, such as: knowing who’s in charge, how the board contacts the key players, and what the measurable actions we take to address the incident are.
Fourth: Is security training tailored to ensure appropriate audiences are aware of threat actors and their tactics? Different segments of the workforce present different risks, and the CISO must make sure each segment is aware of the tactics being used to exploit all avenues of compromise. Boards need to ask: Do employees understand how phishing works? Do administrators know the value of frequently changed passwords and vulnerability scans? Do web designers understand the importance of secure coding practices? Do executives and financial managers recognize that they are extremely lucrative targets for social engineering? And remember: there is no such thing as one-size-fits-all security training.
Want more? A panel of Fortune 500 company directors and subject matter experts will offer their insights on issues ranging from cyber resilience to the latest regulatory trends at Leading Minds of Governance–Southeast. Join us on March 16 in New Orleans, LA. Space is limited—register today.
Click here to read addition coverage of the Leading Minds of Governance–Southwest event with highlights from a discussion on the board’s role in overseeing talent and tone.
The National Association of Corporate Directors’ (NACD) 2016-2017 Public Company Governance Survey reported that, according to the vast majority (96%) of directors, “big picture” risks are overseen at the full board level. The big-picture view of risks includes those with broad implications for the organization’s strategic direction, including issues that can create significant reputation damage.
NACD’s findings are complemented by a recent survey of more than 700 c-suite executives who were asked to identify the top risks for 2017. Conducted in the fall of 2016 by Protiviti in partnership with North Carolina State University’s ERM Initiative, the study indicated that the overall global business context is noticeably riskier than in the two previous years, while respondents’ results in the United States implied that the risk landscape is about the same as before.
The common risk themes were ranked in order of overall priority providing context for understanding the 10 most critical uncertainties companies face in 2017.
Economic conditions in the global marketplace may significantly restrict growth opportunities. There are many sources of economic uncertainty in the markets that companies operate within. Examples of factors impacting growth include market volatility, Brexit, a strong U.S. dollar, central bank monetary policies, the aftermath of the U.S. 2016 election, sluggish growth rates in various global markets, rising global debt, and the threat of deflation. Survey participants may have concerns about a “new normal” of operating in an environment of slower organic growth.
Regulatory changes and scrutiny may increase, noticeably affecting the manner in which organizations’ products or services will be produced or delivered. Ranked at the top in our prior surveys, this risk fell to the second spot for 2017. Companies continue to display anxiety about regulatory challenges affecting their strategic direction, how they operate, and their ability to compete with global competitors on a level playing field. This risk may be particularly relevant in 2017, given the climate of uncertainty surrounding the new U.S. executive and congressional administrations and their influence on the role of government and the business environment. Any major regulatory change—whether perceived as positive or negative—is of significant interest to executives and directors.
Organizations may not be sufficiently prepared to manage cyberthreats that could significantly disrupt core operations or damage their brand. Cyber risks have evolved into a moving target. Many factors are driving change, including the ongoing digital revolution, new innovations to enhance customer experience, cloud adoption, social media, mobile device usage, and increasingly sophisticated attack strategies, among others. The harsh reality is that new technology offerings and developments in organizations are quickly extending beyond the security protections that they currently have in place.
The rapid speed of disruptive innovations and new technologies within the industry may outpace the organization’s ability to compete or manage the risk appropriately. A company’s inability to respond in a timely manner to changing market expectations can be a major competitive threat for organizations that lack agility in the face of new market opportunities and emerging risks. The speed of change and development of emerging technologies can occur anywhere and in any industry, and this risk reaches far beyond the retail marketplaces. Disruption affects all industries. No company is immune.
Privacy, identity, and information security risks are not being addressed with sufficient resources. The technological complexities giving rise to cybersecurity threats also spawn increased security risks to privacy, identity, and other sensitive forms of information. As the digital world evolves and connectivity increases, new opportunities emerge for identity theft and for the compromise of sensitive customer information. Recent hacks exposed tremendous amounts of identity data involving large companies and the federal government in the United States. These underscore the harsh realities of this growing risk concern.
Succession challenges and the ability to attract and retain top talent may limit the ability to achieve operational targets. A number of factors are driving this risk—changing demographics in the workplace, slower economic growth, increasingly demanding customers, and growing complexity in the global marketplace. As a result, organizations are being forced to elevate their recruitment and retention efforts to acquire, develop, and retain talent with the requisite knowledge, skills, and core values to execute challenging growth strategies.
Anticipated volatility in global financial markets and currencies may create significant challenges for organizations to address. Given questions surrounding the United Kingdom’s eventual exit from the European Union, as well as uncertainties in China and other world markets, it is not surprising that this risk remains among the top 10 for 2017. Factors indicated earlier—including rising public debt, falling commodity prices, sluggish economic growth, the strong U.S. dollar, and uncertainty regarding monetary policies—all contribute to uncertainty in global financial markets and currencies.
The organization’s culture may not sufficiently encourage timely identification and escalation of significant risk issues. An organization’s culture has a huge impact on the manner in which risk issues are brought to the attention of decision makers when there is still time to act. Given the overall higher levels of risk-impact scores for all risks in 2017 relative to the year before, this cultural issue may be especially concerning to senior management and boards.
Resistance to change could restrict organizations from making necessary adjustments to their business model and core operations. The cultural issues noted above combined with a lack of organizational resiliency can be lethal in these uncertain times. Organizations committed to continuous improvement and breakthrough change are more apt to be early movers in exploiting market opportunities and responding to emerging risks than those companies that cling to the status quo.
Sustaining customer loyalty and retention may be increasingly difficult due to evolving customer preferences and demographic shifts in the existing customer base. Protecting the customer base is not easy in today’s highly competitive environment of disruptive change. This may be what is on the minds of the survey participants rating this risk.
The company’s directors may want to consider the risks ranked here when determining the organization’s “big picture risks” to be evaluated in 2017. Boards should be aware of the context of the nature of the entity’s risks inherent in its operations. If your board has not identified these issues as risks, your company’s directors should consider their relevance and ask why not.