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Risk Management and Corporate Governance Contents Corporate Governance Executive Summary Chapter 1 Corporate Governance Governance Corporate Risk Management and Corporate Governance Contents Corporate Governance Executive summary Chapter 1. Risk management governance framework and practices in 27 jurisdictions Chapter 2. Norway: The corporate governance framework and practices relating to risk management Chapter 3. Singapore: The corporate governance framework and practices relating to risk management Risk Management Chapter 4. Switzerland: The corporate governance framework and practices relating to risk management Annex A. Financial Stability Board: Sound risk governance practices and Corporate Governance Risk Management and Corporate Governance Corporate and Management Risk Consult this publication on line at http://dx.doi.org/10.1787/9789264208636-en. This work is published on the OECD iLibrary, which gathers all OECD books, periodicals and statistical databases. Visit www.oecd-ilibrary.org for more information. ISBN 978-92-64-20862-9 26 2014 01 1 P 9HSTCQE*caigcj+ Corporate Governance Risk Management and Corporate Governance Volume 2011/Number of issue, Year of edition Author (affiliation or title), Editor Tagline Groupe de travail/Programme (ligne avec top à 220 mm) This work is published on the responsibility of the Secretary-General of the OECD. The opinions expressed and arguments employed herein do not necessarily reflect the official views of the OECD or of the governments of its member countries. This document and any map included herein are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area. Please cite this publication as: OECD (2014), Risk Management and Corporate Governance, Corporate Governance, OECD Publishing. http://dx.doi.org/10.1787/9789264208636-en ISBN 978-92-64-20862-9 (print) ISBN 978-92-64-20863-6 (PDF) ISBN (HTML) Series: Corporate Governance ISSN 2077-6527 (print) ISSN 2077-6535 (online) The statistical data for Israel are supplied by and under the responsibility of the relevant Israeli authorities. The use of such data by the OECD is without prejudice to the status of the Golan Heights, East Jerusalem and Israeli settlements in the West Bank under the terms of international law. Photo credits: Cover©. Corrigenda to OECD publications may be found on line at: www.oecd.org/about/publishing/corrigenda.htm. © OECD 2014 You can copy, download or print OECD content for your own use, and you can include excerpts from OECD publications, databases and multimedia products in your own documents, presentations, blogs, websites and teaching materials, provided that suitable acknowledgment of the source and copyright owner is given. All requests for public or commercial use and translation rights should be submitted to [email protected]. Requests for permission to photocopy portions of this material for public or commercial use shall be addressed directly to the Copyright Clearance Center (CCC) at [email protected] or the Centre français d'exploitation du droit de copie (CFC) at [email protected]. FOREWORD Foreword This report presents the results of the OECD’s sixth peer review based on the OECD Principles of Corporate Governance. The report reviews the corporate governance framework and practices relating to corporate risk management. It covers 27 jurisdictions. The report is based in part on a questionnaire that was sent to all participating jurisdictions in December 2012. In a second stage, the corporate governance framework and practices relating to corporate risk management in three jurisdictions (Norway, Singapore and Switzerland) were reviewed in more detail based upon a more focused set of questions and visits by the OECD Secretariat. The purpose of these case studies is to highlight national practices that may be of principal importance and particularly useful as a reference. The report was prepared by Winfrid Blaschke, Daniel Blume, Hans Christiansen and Akira Nozaki, and was conducted in co-operation with the OECD Working Party on State Ownership and Privatisation Practices (WP SOPP). The OECD corporate governance peer review process is designed to facilitate effective implementation of the OECD Principles and to assist market participants, regulators and policy makers. It is carried out through an exchange of experiences and expertise that provides participants with an overview of existing practices and approaches and an opportunity to identify good practices that can stimulate and guide improvements. The reviews are also forward looking, so as to help identify key market practices and policy developments that may undermine the quality of corporate governance. The review process is open to OECD and non-OECD jurisdictions alike. RISK MANAGEMENT AND CORPORATE GOVERNANCE © OECD 2014 3 TABLE OF CONTENTS Table of contents Executive summary ......................................................... 7 Chapter 1. Risk management governance framework and practices in 27 jurisdictions ...................................................... 9 1.1. Background to the review............................................. 10 1.2. Scope of the review .................................................. 10 1.3. The perspective of the OECD Principles and Guidelines ................... 11 1.4. Corporate governance and the financial crisis ........................... 12 1.5. Risk management practices in listed companies ......................... 13 1.6. Risk management practices in state-owned enterprises .................. 20 Notes.................................................................. 26 Bibliography............................................................ 27 Chapter 2. Norway: The corporate governance framework and practices relating to risk management ............................................. 31 2.1. Introduction ........................................................ 32 2.2. Risk management standards and codes ................................ 33 2.3. The role of Norwegian boards of directors and board-level committees ..... 37 2.4. Risk management policies and structures in Norwegian companies ........ 38 2.5. External assessments of the risk management framework ................ 42 2.6. Conclusions ........................................................ 45 Notes.................................................................. 46 Bibliography............................................................ 47 Chapter 3. Singapore: The corporate governance framework and practices relating to risk management ............................................. 49 3.1. Introduction ........................................................ 50 3.2. Risk management standards and codes ................................ 51 3.3. The role of the board of directors ...................................... 53 3.4. Structure and organisation of the risk management system ............... 56 3.5. Risk management policies ............................................ 59 3.6. Independent assessment of the risk governance framework............... 61 3.7. The role of shareholders.............................................. 63 3.8. Conclusions ........................................................ 64 Notes.................................................................. 64 Bibliography............................................................ 68 Chapter 4. Switzerland: The corporate governance framework and practices relating to risk management ............................................. 71 4.1. Introduction ........................................................ 72 RISK MANAGEMENT AND CORPORATE GOVERNANCE © OECD 2014 5 TABLE OF CONTENTS 4.2. Risk management standards and codes ................................ 74 4.3. The role of Swiss boards of directors ................................... 75 4.4. Risk management policies and structures in Swiss companies............. 78 4.5. External assessments of the risk management framework ................ 80 4.6. Conclusions ........................................................ 83 Notes.................................................................. 83 Bibliography............................................................ 85 Annex A. Financial stability Board: Sound risk governance practices .............. 87 Tables 1.1. Risk governance requirements/recommendations for listed companies ..... 19 1.2. Risk governance requirements/recommendations for non-listed SOEs ...... 25 3.1. Singapore – Key measures of updating corporate governance framework .... 52 Figures 1.1. Companies with a committee with explicit reference to risk (2010) ......... 18 3.1. Singapore – Market capitalisation (% of GDP) ............................ 50 3.2. Singapore – Composition of the SGX listed companies (July 2013)........... 51 3.3. Singapore – Overview of the regulatory framework for risk management .... 53 3.4. Singapore – Key risk factors identified by listed companies and Temasek .... 60 4.1. Composition of Swiss equity indices (mid-2013).......................... 73 Follow OECD Publications on: http://twitter.com/OECD_Pubs http://www.facebook.com/OECDPublications http://www.linkedin.com/groups/OECD-Publications-4645871 http://www.youtube.com/oecdilibrary OECD Alerts http://www.oecd.org/oecddirect/ 6 RISK MANAGEMENT AND CORPORATE GOVERNANCE © OECD 2014 Risk Management and Corporate Governance © OECD 2014 Executive summary This report reviews the corporate governance framework and practices relating to corporate risk management in 27 of the jurisdictions that
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