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Corporate Governance and Management of Risk White Paper

White Paper

Corporate Governance and Management of Risk White Paper

White Paper

  • White Paper
  • Methods & frameworks
  • Governance
  • Risk management
  • M_o_R

Author  John Fisher


April 28, 2010 |

 11 min read

  • White Paper
  • Methods & frameworks
  • Governance
  • Risk management
  • M_o_R

This paper explains how Management of Risk (M_o_R®) aligns with corporate governance principles.

1. Introduction


Ever since organizations first sought finance to fund their activities, there has been a need for accountability to protect the interests of those providing the funding.

The call for increased accountability grows louder every time there is a crisis in public confidence. Whether this is the stock market crash of 1929, for example, or the more recent high-profile collapses of a number of large firms such as Barings Bank, Enron Corporation, WorldCom, MG Rover and Northern Rock, the resulting uncertainty has led to renewed interest in corporate governance practices.

This accountability comes at a price however. In the US, additional regulation costs on large businesses have resulted in an average increase of $2.4 million in auditing fees for each company. Firms with revenue of less than $100 million per annum now pay out more than 2.5% of turnover in compliance. Risk management across an organization, including insurance costs, accounts for a large part of these compliance costs.

Therefore, one of the key questions facing today’s managers is: ‘How do we provide a set of corporate governance controls that protect the organization’s interests without disadvantaging the organization in a competitive market?’

The question that this paper attempts to answer is: ‘How can the OGC’s guidance on Management of Risk help managers implement a balanced set of risk-related corporate governance controls?’

2. What is corporate governance?

What is corporate governance?

Before addressing the question of whether Management of Risk (M_o_R) can help with corporate governance, let’s first define what is meant by both ‘governance’ and ‘corporate governance’.

To govern means to ‘control the actions or behaviour of’. In organizations, governance (or the act of governing) is becoming a widespread term. Programmes and projects are now ‘governed’ by a programme or project board, or by a steering committee. Governance is provided by internal audit, and operational governance ensures that policies and procedures for the day-today activities of the organization are implemented and followed.

Corporate governance can be defined as the set of processes, customs, policies, laws and institutions affecting the way a company is directed, administered or controlled.

Although corporate governance is designed for the protection of its external funders, it also applies to government, not-for-profit and other membership organizations. In this context, the ‘external funders’ become stakeholders who could, for example, be members of the public, or special interest groups to whom the body is accountable.

3. Types of corporate governance

Types of corporate governance

Across the world, there are several different models of corporate governance in use. This is firstly a reflection of the way organizations are funded, and secondly reveals the control imposed by legislation or an external regulator.

Corporate governance enables governments and wider stakeholders to ensure organizations working in the same market space all behave in a similar way. In organizations with legislative or regulatory control, the internal controls are a reflection of the imposed external controls.

Taking a worldwide view, governments have created many different approaches to regulate companies and corporations in order to protect assets, earning capacity and the reputation of the organization. The main types of governance are:

  • Anglo-American Anglo-American corporate governance is based on the corporate objectives set by the owners of the organization. The shareholders are the primary stakeholders to whom the organization is accountable and the internal performance and external accountability is geared towards the achievement of these objectives.
  • Franco-German Franco-German corporate governance views a firm as a collective entity that has responsibilities and duties towards key stakeholders, with shareholders perceived to be only one group of such stakeholders.
  • Japanese Japanese industrial structure is based on a network of supplier and buyer companies (‘keiretsu’). Keiretsu are known for their extensive cross-shareholding among members and their main banks. Organizations have long-term and stable relationships among firms and the banks that finance them.

With increased foreign ownership and global competition, there is a slow trend towards the adoption of the Anglo- American governance approach.

4. UK responses to corporate governance

UK responses to corporate governance

The UK has been at the forefront of the debate on corporate governance with the publication of several major reports. The Cadbury Report (1992) examined the financial aspects of corporate governance; while the Greenbury Report (1995) studied directors’ remuneration. Hampel (1998) reviewed various aspects of the recommendations on corporate governance made by the two earlier reports and came up with a revised code.

In total, 18 reports, codes or guides on corporate governance were published in the UK between 1992 and 2005.

The UK Stock Exchange controls publicly listed companies through the Combined Code on Corporate Governance. These rules require UK companies listed on the main market of the London Stock Exchange to describe their corporate governance performance in their annual reports and accounts, including details on how they adhere to the Code’s principles and provisions.

In the US, a more radical approach was taken resulting in new legislation in the form of the Public Company Accounting Reform and Investor Protection Act of 2002 (also known as ‘Sarbanes–Oxley’ or ‘SOX’). The main thrust of the Act is to influence the behaviour and conduct of public companies to ensure that they issue informative and accurate financial statements.

For many countries, applying rules similar to those in the US has been seen as the way forward. In Japan they have applied the ‘J-SOX’ regulatory system, while in Germany they operate the German Corporate Governance Code. France operates its Financial Security Law of France (‘Loi sur la Sécurité Financiere’), and in Australia they have the ASX Corporate Governance Council

5. Corporate governance and risk management

Corporate governance and risk management

To achieve internal corporate governance, organizations will often implement controls to protect the assets of the organization. This explains why the more usable definition of corporate governance is “a sound system of internal controls”.

Those of us working in an organization will be familiar with internal controls: claiming for expenses incurred during the execution of business away from the office, procuring equipment and services, booking annual leave, and even (in some organizations) taking stationery out of the stationery cupboard!

In the same way that internal control is one aspect of corporate governance, risk management is one aspect of internal control. This is because a company’s objectives, internal organization and the environment in which it operates, are continually evolving, and as a result the risks it faces are continually changing.

Since profits in an organization are in part the reward for successful risk-taking, the purpose of internal control is to protect the organization’s assets so they can be used to generate profits. A sound system of control therefore depends on a thorough and regular evaluation of the nature and extent of the risks to which the company is exposed. The evaluation helps manage and control risks rather than eliminate them.

In order to achieve effective protection of assets, risk evaluation needs to take place across the organization. This, in turn, means that risk management needs to be implemented across the whole organization. The OGC’s guidance on management of risk (M_o_R) is one approach to help achieve this.

6. What is M_o_R?

What is M_o_R?

M_o_R provides guidance in helping organizations put in place an effective framework for taking informed decisions about the risks that affect their performance objectives across all activities. This means that setting the strategic direction, managing change through programmes and projects, or running the day-to-day operations, can all be covered by one approach.

The first edition of the M_o_R guide was published in 2002 in response to the Turnbull Report’s recommendation to provide a generic framework for risk management across all parts of published in 2007, reflected the further developments in the world of risk management. Examples included:

  • In the UK public sector, HM Treasury had revised its Orange Book, which outlines the principles and concepts of risk management.
  • In the global private sector, change had been instigated by new regulatory environments such as the Combined Code on Corporate Governance 2006 (UK), Basel II Accord 2004 (Europe), and Sarbanes–Oxley 2002 (US).

This common approach, which M_o_R recommends should be applied across the organization, includes a route map for performing risk management. This provides a way of tuning the guidance to ensure the correct approach is adopted, as well as providing sources of advice on risk management techniques and specialisms. The route map, together with the processes described in M_o_R, creates the basis for a joined-up approach to risk management.

7. How does M_o_R fit with other OGC methods and guidance?

How does M_o_R fit with other OGC methods and guidance?

The OGC has developed a range of bestpractice products for dealing with change across the organization. All of these products rely on sound risk management as one of their core elements.

The OGC best management practice guidance Managing Successful Programmes (ISBN 9780113310401) provides a framework to enable the achievement of high-quality change outcomes and benefits that fundamentally affect the way that organizations work.

A key theme is managing risks to enable the achievement of a programme’s objectives.

PRINCE2 is a structured method to help effective project management. One of the themes of PRINCE® is risk, in recognition that ‘project management must control and contain risk if a project is to stand a chance of being successful

A recent addition to the OGC family of publications is Portfolio, Programme and Project Offices (ISBN 9780113311248), which brings together a set of principles, processes and techniques to facilitate effective portfolio, programme and project management through enablement, challenge and support structures.

The OGC’s ITIL® series of publications has applications to technology-oriented operational environments, offering internationally recognized guidance for IT service management and providing a very powerful base for understanding the business-as-usual processes and services at risk.

8. How does M_o_R support corporate governance?

How does M_o_R support corporate governance?

M_o_R is based on a set of principles that are essential for the development of good risk management practice. These are all derived from proven corporate governance principles in the recognition that risk management is a subset of any organization’s internal controls. The 12 principles are given in Figure 1.

Figure 1 The 12 principles of M_o_R


Figure 1 continued


Whilst these principles are not intended to be prescriptive, they do provide supportive guidance to enable organizations to develop their own policies, processes and plans to meet their specific needs.

9. Implementing M_o_R

Implementing M_o_R

Implementing M_o_R will usually start with the development of a risk management policy – an organizationwide communication on how risk management will be implemented throughout the organization in order to support the achievement of its strategic objectives.

The policy is the key document that forms the foundation of risk management across the organization. From this starting point the organization can develop individual strategies for implementing risk in each area of the business. This enables specialist risk management approaches required for different parts of the organization to be brought together. This might include business continuity planning in an operational area or the setting of a new business strategy in another area.

10. Why is M_o_R better than other approaches?

Why is M_o_R better than other approaches?

In many ways, M_o_R has similarity with other risk approaches, including defined roles and responsibilities, and other common tools such as risk registers and defined risk management processes.

Very few methods, however, offer such a complete support package as M_o_R. This support package includes, obviously, the guidance. This is a flexible approach to the implementation of risk, based on experience and lessons learned across many organizations.

Implementing risk management relies on all staff having an understanding of risk, supported by others with skills and experience in risk management. Staff in an organization have the opportunity to demonstrate their understanding of M_o_R by acquiring recognized Association for Project Management (APM) Group’s foundation and practitioner qualifications.

M_o_R is also supported through a best practice management support group. This has been in existence for over 15 years, supporting its members in their understanding of the OGC programme, project and risk management products.

As well has having a web presence, the Best Practice User Group (known as BPUG) supports its community through newsletters, workshops and an annual members’ conference.

M_o_R is also supported by a range of titles and formats published by TSO.

11. Summary


Whilst organizations will always be controlled by national guidelines, which may vary from country to country, the one constant is the need for organizational risk management.

M_o_R provides organizations with the appropriate level of guidance to enable them to adopt the latest bestpractice approach to their organization and embed the approach through an established support network. This encourages openness and discussion of real business issues when implementing risk management.

12. About the author

About the author

John Fisher is the APM Group Chief Examiner for the M_o_R qualification. He works with the Institute of Risk Management (IRM) as an examiner for the IRM certificate in risk management.

John is an independent management consultant and has for many years worked in a variety of public and private sector organizations. He is currently working as a consultant and trainer in the fields of consultancy, risk management, project management, and project and programme support as an interim resource.

As a trainer, he is accredited to deliver Information Systems Examining Board (ISEB) courses in consultancy skills, project management, project support and software testing. John is also accredited by the APM Group as a PRINCE2 and M_o_R trainer. He has been responsible for delivering training to some of the UK’s leading companies, including airlines, major financial institutions and mobile telecommunications companies.

John Fisher, UnconfuseU,

Corporate Governance and Management of Risk