COSO ERM Framework Update: 2016 General Audit Management Conference

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COSO ERM Framework Update

2016 General Audit Management Conference

Speakers:
• Robert Hirth, Chair, COSO
• Frank Martens, Director, PwC
Mission

COSO’s Mission is “To provide thought leadership


through the development of comprehensive frameworks
and guidance on enterprise risk management, internal
control and fraud deterrence designed to improve
organizational performance and governance and to
reduce the extent of fraud in organizations.”
COSO’s Fundamental Principle

Good risk management and internal control are


necessary for long term success of all organizations
Our Next Challenge and Opportunity
Updating the Enterprise Risk
Management- Integrated Framework…
• NEW YORK, October 21, 2014 - The Committee of Sponsoring
Organizations of the Treadway Commission (COSO) today
announced a project to review and update the 2004 Enterprise Risk
Management–Integrated Framework (Framework).
• The Framework, originally published in 2004, is a widely accepted
framework used by management to enhance an organization’s ability
to manage uncertainty and to consider how much risk to accept as it
strives to increase stakeholder value.
• This initiative is intended to enhance the Framework’s content and
relevance in an increasingly complex business environment so that
organizations worldwide can attain better value from their enterprise
risk management programs. The initiative also will develop tools to
assist management in reporting risk information and in reviewing and
assessing the application of enterprise risk management.
Why Update the Framework Now?

• Concepts and practices have evolved


• Lessons learned
• Bar raised with respect to enterprise risk management
• Business and operating environments more complex,
technologically driven, and global in scale
• Stakeholders more engaged, seeking greater
transparency and accountability
• Risk discussions increasingly prominent at the board
level
Global Interest and Application Has
Increased Significantly!
SEC Proxy Requirement…

Provide Information About Board Leadership Structure and the


Board's Role in Risk Oversight:
• The SEC approved rules relating to board leadership structure and
the board's role in risk oversight. The rules require disclosure about:
̶ A company's board leadership structure, including whether the
company has combined or separated the chief executive officer
and chairman position, and why the company believes its
structure is the most appropriate for the company at the time of
the filing
̶ In certain circumstances, whether and why a company has a
lead independent director and the specific role of such director
̶ The extent of the board's role in the risk oversight of the
company
Project Governance
Advisory Council and
Observers:
COSO Board
• Consists of over 25
professionals
• Provides input, expertise,
feedback, insight, and
PwC Project ideas throughout the
Team update.
• Obtains and synthesizes
feedback from their
respective constituency,
Advisory Council Observers
organization, industry
Advisory Council and Observers

Advisory Council Members Official Observers


• CRO’s • FDIC
• ERM University Professors • GAO
• Chief Audit Executives • IFAC
• Accounting Firm Risk Practice • ISACA
Partners • OIG
• Board Members
• RIMS
• Public Sector representatives • China Ministry of Finance
• Company Executives
Updating the Framework is Undertaken
Using our Five-phase Approach

4. Public
2. 3. Design
1. Assess Exposure 5. Finalize
Envision and Build
Process
Foundational Concepts of ERM

• Every entity exists to provide value for its stakeholders


• All entities face uncertainty
• The challenge for management is to determine how
much risk to accept as it strives to grow stakeholder
value
• ERM enables management to effectively manage risk
and opportunity
Topics Included in the 2004 COSO ERM
Framework…
• Aligning Risk Appetite and Strategy
• Enhancing Risk Response Decisions
• Reducing Operational Surprises and Losses
• Identifying and Managing Multiple and
Cross-enterprise Risks
• Seizing Opportunities
• Improving Deployment of Capital
ERM is Defined as….

“A process effected by an entity’s board of directors,


management and other personnel, applied in a strategic
setting and across the enterprise, designed to identify
potential events that may affect the entity, and manage
risk to be within its risk appetite, to provide reasonable
assurance regarding the achievement of entity
objectives.”
Key Goals

• Usefulness
• Clarity
• Value Proposition
• Relevance
• Suitability
• Effectiveness
Key Questions Helping to Inform the
Update of the Framework…
1. What is your ideal view of ERM?
2. What are three strengths of the 2004 Framework?
3. What are three significant areas for update and
revision?
4. What should the Framework do to stay relevant for
the next 10 years?
5. What would improve user acceptance?
1. What is your ideal view of ERM?

What we have heard so far…


• Baked in, embedded, not a bolt-on
• Accelerates growth and success
• Improves decision making and performance
• Discipline, not a process
• Ability to take on more risk
• Continuous, identifiable, structured
2. What are Three Strengths of the 2004
Framework?
• Linking Risk to Strategy setting
• Linkage to objectives
• Discussion of risk responses
• Linkage to internal control
• Evaluation/Attestation criteria concept
• Discussion of Board governance and oversight
• Due process
Link to Strategy…

• 85% of respondents chose strategy


as their board’s top focus area.
• 44% chose risk oversight as the leading issue.
• More than half (52%) said their boards discuss strategy
at every board meeting.
• “These two topics, strategy and risk oversight, go
hand-in-hand as boards remain vigilant and focused on
monitoring strategy and related metrics and
alternatives, while also overseeing and mitigating risks
to the strategy and the business itself,”
Source: Deloitte Corporate Governance Center
3. What are Three Significant Areas for
Update and Revision?
• Update principles
• Revise definitions of Risk, ERM and other key terms
• Improve its usefulness
• Consider introducing maturity models
• Review format, structure, length, complexity
• Emphasize the opportunity side of risk
4. What Should the Framework Do to
Stay Relevant for the Next 10 years?
• Include maturity models
• Highlight sustainability
• Focus on governance
• Review Principles
• Stay a Framework
• Add update materials, papers
5. What Would Improve User
Acceptance?
• Increased CEO and Board engagement and buy-in
• Inclusion of case studies and examples of success
• Clearer value proposition
• Greater and more effective promotion
• Alignment to relevant regulatory requirements
Document Structure

• We anticipate that the updated Framework will include


components and principles
̶ The 2004 Framework contained over 100 key principles in an
appendix. The updated Framework will significantly reduce
this number
• The Project Team is also reviewing
̶ Components
̶ Categories of objectives
̶ The business model
What’s Likely to Stay the Same…

• Link to strategy and objectives


• Involving many people - board, management and
others
• Ability to cascade down to subsidiary, division, function,
etc.
• Risk identification, assessment, prioritization and
response
• Link to internal control
• An ability to assess effectiveness
• Monitoring to ensure effectiveness and value of efforts
• A definitive body of knowledge and thought leadership
What May Gather Greater Focus…

• Risk Governance and Culture concepts


• Emphasis on integration into strategy setting and
decision-making
• Integration with Performance Management
• Revised definitions and vocabulary
• More focus on using and leveraging information
• More emphasis on value creation, preservation,
realization and erosion
• Mission, Vision and Values discussion
And Maybe- A New Graphic!
Could These Be Logical Components?

• Risk Governance and Culture


• Strategy and Objective Setting
• Risk Identification, Assessment, and Response
• Risk Information and Communication
• Monitoring
Something to Ponder…

Is risk identification, assessment and response done


after strategy is formulated or is it an integral part of the
strategic planning process?
Bridging Between ERM and Internal
Control Frameworks
Incrementalism…

How would you like to meet more of your objectives


more of the time?
COSO Can Help ALL Organizations!
A Suitable Model Everywhere…
Some Key Take-aways

• Everyone is doing some form of ERM – can you do it


better?
• Analyze, understand and communicate your strategy
better
• Keep moving - it’s a journey
• It happens all the time- and is part of all decision-
making
• You need a tone at the top
• Information can be leveraged
• Stay attuned to what’s on the Horizon (emerging risks,
change)
How to Engage with COSO and the
Project Team
• Reach out to an Advisory Council member
• Participate in surveys
• Attend / organize a roundtable
• Participate in the public exposure process
• Connect directly via email with the PwC Project Team at:
[email protected]

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