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Commercial Accountability Challenges in a Global Environment




    The Nature and Relevance of Risk
     The Importance of Risk Analysis and Management, and
                    Corporate Governance




                                 Atul Kuver
                               February 2011




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© Atul Kuver 2011
Executive Summary
Qantas operates in an industry that focuses on high availability, safety, has low
margins, intense competition and is vulnerable to external and internal business
shocks. Reputation and branding, and safety can be considered to be part of Qantas’
strategic and operational objectives. Failure in either area can have serious
consequences for Qantas.


This report examines the nature and relevance of risk, the importance of risk analysis
and management and corporate governance within the context of accountability
frameworks. Risk management, the implementation of risk analysis and risk
management systems with reference to the COSO ERM Framework are discussed.
Qantas’ risk management systems are compared with the COSO ERM Framework to
assess how Qantas manages reputation and branding, and safety risks. The
comparison indicates that the Qantas risk management structure closely follows the
COSO ERM Framework that support its strategic, operational, reporting and
compliance objectives.


The Qantas approach to Corporate Governance as documented in their Corporate
Governance Statement (Qantas 2010) is compared and contrasted with the approach
recommended in the ASX Corporate Governance Principles and Recommendations
(ASX 2007) and the Kiel and Nicholson model (Kiel & Nicholson 2002). The review
shows the Qantas approach is aligned with the ASX Corporate Governance Principles
and Recommendations (ASX 2007). The Qantas approach also satisfies the structure
and process of the Kiel and Nicholson model. Alignment of the ASX (2007) principles
as approached by Qantas with the Kiel and Nicholson model shows that the Qantas
Board accepts responsibility for the key functions regarding Corporate Governance.




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Table of Contents
Executive Summary ................................................................................................... 2
1      Introduction ...................................................................................................... 4
2      Nature and relevance of risk to corporate accountability................................... 4
3      Risk Management .............................................................................................. 5
    3.1      ‘Risk-Silo’ Mentality versus the Holistic Approach to Risk ............................ 5
    3.2      Drivers of Risk Management ....................................................................... 6
    3.3      Deficiencies in Risk Management ................................................................ 7
4      Implementation of Risk Analysis and Risk Management Systems ....................... 8
    4.1      COSO Enterprise Risk Management Framework .......................................... 8
    4.2      Managing Reputation and Branding Risk, and Safety Risk at Qantas .......... 12
       4.2.1       Internal Environment ......................................................................... 13
       4.2.2       Objective Setting ................................................................................ 13
       4.2.3       Event Identification ............................................................................ 13
       4.2.4       Risk Assessment ................................................................................. 13
       4.2.5       Risk Response .................................................................................... 14
       4.2.6       Control Activities ................................................................................ 14
       4.2.7       Information and Communication ....................................................... 14
       4.2.8       Monitoring ......................................................................................... 14
5      Corporate Governance .................................................................................... 14
    5.1      Kiel and Nicholson Model .......................................................................... 14
    5.2      ASX Principles of Good Corporate Governance .......................................... 16
    5.3      Qantas Corporate Governance Statement ................................................. 16
       5.3.1       Alignment with ASX Principles 2007 ................................................... 16
       5.3.2       Alignment with the Kiel and Nicholson Model .................................... 17
    5.4      Corporate Governance within the Context of Accountability Frameworks . 20
6      Conclusion ....................................................................................................... 21
References .............................................................................................................. 23




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1 Introduction
This report examines the nature and relevance of risk, the importance of risk analysis
and management and corporate governance within the context of accountability
frameworks.


The report outline is as follows. Section 2 explores the nature and relevance of risk
to corporate accountability. Section 3 examines the practice of risk management.
The ‘risk-silo’ mentality versus a holistic approach to risk management is discussed,
followed by the drivers of risk management and deficiencies in risk management.
The implementation of risk analysis and risk management systems is discussed in
Section 4. The Committee of Sponsoring Organizations of the Treadway
Commission’s (COSO) Enterprise Risk Management-Integrated Framework (COSO
ERM Framework) is described first. Then Qantas’ risk management systems are
compared with the COSO ERM Framework to assess how Qantas manages
reputation and branding, and safety risks. Section 5 discusses the alignment of the
Qantas approach to Corporate Governance as documented in their Corporate
Governance Statement (Qantas 2010) with the approach recommended in the ASX
Corporate Governance Principles and Recommendations (ASX 2007) and with the
Kiel and Nicholson model (Kiel & Nicholson 2002). The report concludes with Section
6.



2 Nature and relevance of risk to corporate
     accountability
Organisations are facing increasing pressure from regulators, investors and other
stakeholders to increase transparency and disclosure. Principle 7 of the ASX
Corporate Governance Principles and Recommendations (ASX 2007, p. 32) states
that ‘companies should establish a sound system of risk oversight and management
and internal control’. ASX (2007, p. 32) emphasises that the responsibility for
reviewing the company’s policies on risk oversight and management lies with the
board. The board must satisfy itself that management has developed and

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implemented a reliable system of risk management and internal controls. While
traditional risks such as credit, market and foreign exchange risk remain the primary
considerations, businesses are acknowledging the need to determine and assess risk
in areas such as human capital, reputation and climate change (Economics
Intelligence Unit 2007, p. 2). ASX (2007, p. 32) considers material business risks to
include but not limited to: ‘operational, environmental, sustainability, compliance,
strategic, ethical conduct, reputation or brand, technological, product or service
quality, human capital, financial reporting and market related risks.



3 Risk Management
Organisational objectives cover a range of areas including corporate strategy,
operations, processes and projects. Organisations can encounter a variety of risks
that can have an impact on these objectives. Risk management is how risks are
managed. The ASX Corporate Governance Council’s Corporate Governance Principles
and Recommendations (ASX 2007, p. 32) defines risk management as ‘the culture,
processes and structures that are directed towards taking advantage of potential
opportunities while managing potential side effects’.



3.1 ‘Risk-Silo’ Mentality versus the Holistic Approach to Risk
Risk management in the past has mostly been driven from the bottom up and been
fragmented across different divisions within an organisation (Bowling & Rieger
2005). This method sets up a series of ‘risk-silos’ managed by different groups within
the organisation. The different silos may have different risk tolerances, which can
lead to one group with low to no risk, while another group may take on significant
risks (Bowling & Rieger 2005, p. 32).


In contrast, Enterprise Risk Management (ERM) is a framework that takes all risk
areas into account. Risks are no longer considered in isolation. ERM looks at the
activities of the business as a whole and analyses how different areas of risk affect
each other (Bowling & Rieger 2005).

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3.2 Drivers of Risk Management
There are many drivers that increase the rationale for risk management. Economics
Intelligence Unit (2007, p. 6) identifies risk management drivers that are both
internal and external to organisations.
Internal drivers include:
      greater commitment from the board;
      greater complexity experienced by organisations in the value chain due to
       advanced business practices, globalised markets and rapid technological
       change. The increase in the level of competition and rapid pace of change is
       destroying predictability for businesses (Stevenson, cited in Rao 2009, p. 87);
      specific risk events such as product recalls or fraud.


External drivers of risk management are those that arise from outside the
organisation. These include:
      increased focus on regulation of business practices and investor demands for
       greater disclosure and accountability. The consequence of recognition of
       corporate accountability to stakeholders is that an organisation’s governance
       system needs to consider the importance of satisfying the concerns of
       stakeholders (Brooks & Dunn 2010, p. 462). According to Brooks and Dunn
       (2010, p. 462-463), a focus on ethics risks and opportunities is necessary to
       ‘avoid potential loss of support for a corporations objectives, and to discover
       opportunities of greater support’ and a much broader risk assessment
       framework is required.
      changes in competitive, technological, social, and political circumstances
       have amplified the likely impact of operations-related failure (Lewis, cited in
       Rao, p. 87).


The regulatory environment in Australia includes (Bissett 2010, p. 81):
      the AS/NZS ISO 31000: 2009 Standard which provides a practical framework
       for risk management;

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   ASX Corporate Governance Council’s Corporate Governance Principles and
       Recommendations;
      Australian Prudential Regulation Authority (APRA) and Basel II Accord for the
       financial services industry;
      Civil Aviation Safety Authority (CASA), International Civil Aviation
       Organisation (ICAO) and the Australian Transport Safety Bureau (ATSB) for
       the aviation industry.



3.3 Deficiencies in Risk Management
According to Bisset (2010, p.80), the Global Financial Crisis (GFC) has highlighted
shortcomings in the risk management process of many organisations. The causes and
consequences of the deficiencies is summarised in Table 1.


       Table 1 Causes and consequences of risk management deficiencies. (Bisset
       2010, p.80)

       Deficiency                Cause of Deficiency              Consequence
                                Organisation’s failure to    Inconsistent
Risk culture                    define a risk culture or     communication about risk
                                appetite                     within the organisation
                                Level of risk not            Uncertainty about the
                                considered                   return on investment as
Risk/return trade-off
                                                             higher returns are usually
                                                             associated with higher risk
                                Incentive schemes do not     Reward structure not
                                sufficiently represent the   consistent with key
Incentive schemes
                                organisation’s risk          performance indicators
                                appetite
                                Over-complicated risk        Risk management
Complexity and lack of
                                structures and procedures    procedures avoided or not
integration
                                                             used.
                                Effect of risk on the        Limited holistic indicators
                                drivers of value and         of risk
Risk measures                   associated indicators of
                                risk not well understood
                                within the organisation
                                Lack of a robust data        Over-reliance on financial
Risk information                analysis capability.         models and data where
                                                             the underlying

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Deficiency              Cause of Deficiency                Consequence
                                                            fundamentals may not be
                                                            understood and
                                                            assumptions are not
                                                            verified or challenged.
                             No scenario planning.          No stress testing of worst
Worst case scenarios
                                                            possible case scenarios.
                             Risk function not              Risk function seen merely
Empowerment of the risk
                             empowered.                     as a compliance function
function
                                                            or a roadblock function


4 Implementation of Risk Analysis and Risk
    Management Systems

4.1 COSO Enterprise Risk Management Framework
The Committee of Sponsoring Organizations of the Treadway Commission’s (COSO)
Enterprise Risk Management-Integrated Framework (COSO ERM Framework)
describes the fundamental elements of risk-management principles for organisations
regardless of size (Bowling & Rieger 2005, p. 29). Enterprise Risk Management is
defined as follows:


       Enterprise risk management is a process, effected by an entity’s board of
       directors, management and other personnel, applied in strategy 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.
                                                                           (COSO 2004)


This definition is broad and complex, but probably necessarily so, because it tries to
be an all inclusive definition that can be used by all organisations. Bowling and
Rieger (2005, p. 30) provides a breakdown of the keywords and associated
meanings. This is shown in Table 2.




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Table 2 Understanding the keywords in COSO's ERM definition (Bowling &
       Rieger 2005, p. 30)

               Keyword                                      Meaning
A process                                    a means to an end.
Effected by people                           as opposed to sole reliance on policies,
                                             standard procedures, surveys or forms.
Applied in a strategy setting                the ‘big-picture’ view
Across the enterprise                        view an aggregate or portfolio of risks
                                             rather than a narrow view of isolated
                                             risks.
Identifying events                           consider in the context of the entity’s
                                             appetite for risk
Reasonable assurance                         cannot have absolute guarantees.
Achievement of organizational                can take place in one or more
objectives                                   overlapping categories


The COSO ERM Framework is illustrated as the cube shown in Figure 1.




               Figure 1 The COSO ERM Framework (COSO 2004, p.5).


The top of the cube corresponds to four objectives: strategic, operations, reporting
and compliance. The ERM Framework consists of eight components. These represent


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what is needed to achieve each of the four objectives. A summary of the each of the
components is given in Table 3. Possible deficiencies (Bisset 2010, p. 80) in risk
management practices that could affect the significance of the component for an
organisation are given in Column 3 of Table 3. For example:
       deficiencies in risk culture may be indicative of how risk is viewed or lack of
        Board commitment;
       a risk function that is not empowered may result in an inadequate response
        to risk due to a lack of alignment between risks and the organisation’s
        appetite or tolerance for risk.


       Table 3 Significance of the eight components in COSO's ERM Framework

                                                                    Possible
  Component                        Significance                    Deficiencies
                                                                     (Table 1)
                            encompasses the tone of an            Risk Culture
                             organisation;
                            sets the basis for how risk is
                             viewed and addressed by
Internal                     people in the organisation
Environment                  including:
                            risk management philosophy;
                            risk appetite;
                            integrity and ethical values;
                            operational environment.
                            objectives are necessary              Incentive
                             before the potential events            schemes
                             affecting their achievement           Risk/return
                             can be identified by                   trade-off
                             management;
Objective Setting           ensures that a objective
                             setting process is in place;
                            ensures that the chose
                             objectives align with the
                             organisation’s mission and risk
                             appetite.
                            internal and external events          Worst case
                             that could affect the                  scenario
Event
                             achievement of any of the              planning
Identification
                             organisation’s objectives must        Risk
                             be identified;                         information


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Possible
  Component                   Significance                  Deficiencies
                                                              (Table 1)
                        risks and opportunities must
                         be distinguished;
                        channel opportunities back
                         into strategy or objective-
                         setting process.
                        analyse risks by assessing their    Risk measures
                         likelihood and impact;
                        analysis determines the risk
Risk Assessment
                         management approach;
                        assess risks on an inherent and
                         residual basis.
                        select the appropriate              Risk
                         response to the risk:                information
                        avoid;                              Empowering
                        accept;                              the risk
Risk Response           reduce; or                           function
                        share;
                        develop actions to align the
                         risks with the organisation’s
                         tolerance and appetite for risk;
                        establish and implement             Empowering
                         policies and procedures to           the risk
Control Activities       assist in ensuring that risk         function
                         responses are carried out
                         effectively.
                        identify, capture and               Complexity and
                         communicate relevant                 lack of
Information and          information in a form and            information
Communication            timeframe that enables people
                         to carry out their
                         responsibilities;
                        monitor entire ERM and              Empowering
                         modify as necessary;                 the risk
                        accomplish monitoring                function
Monitoring
                         through ongoing management
                         activities, separate evaluations
                         or both.




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4.2 Managing Reputation and Branding Risk, and Safety Risk at
      Qantas


Qantas operates in an industry that focuses on high availability, safety, has low
margins, intense competition and is vulnerable to external and internal business
shocks (Bisset 2010, p. 82). The organisation faces risks in all four objectives areas
recognised in the COSO ERM Framework.


Being one of the world’s safest airlines has long been Qantas’ key brand value,
having never lost an aircraft. However, two recent safety incidents on two separate
models of aircraft have threatened Qantas’ reputation. Industrial safety regulations
that apply to the aviation industry will have extremely serious consequences for
Qantas if any of the safety risks are realised. According to Bisset (2010, p. 82–83),
risks ‘can’t be managed from 10,000 feet in the corporate head office. Effective risk
management needs to be embedded within the operations of the organisation’.


On July 25th, 2008, Qantas Flight 30 (QF30) was on a flight from London Heathrow
Airport to Melbourne Airport with a scheduled stop-over at Hong Kong International
Airport. Shortly after leaving Hong Kong an oxygen tank exploded, rupturing the
fuselage just forward of the starboard wind root. There were no injuries and the
aircraft made an emergency decent to 10,000 feet.


In November 2010, a Rolls Royce Trent-900 engine failed on a Qantas Airbus A380
while flying over Indonesia. This event force Qantas to ground its entire A380 fleet.


These events have raised questions about operations risk management (Washington
2010). The A380 issue created a complicated situation for Qantas in trying to
preserve its reputation. Dr Ulysses Chioatta from SSAMM Management Consulting
has commented that Qantas, by being ‘overly cautious and grounding more planes
sends out a less than confident message to customers’ (Washington 2010).



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Reputation and branding, and safety can be considered to be part of Qantas’
strategic and operational objectives. Safety will also fall under the regulatory
framework for the aviation industry. Failure in either area can have serious
consequences for Qantas.


Qantas states that its risk management and internal control system aligns to the
principles in the AS/NZS ISO 31000: 2009 Standard and the COSO ERM Framework
(Qantas 2010, p. 23). Qantas’ risk management and the COSO ERM Framework are
compared below. The comparison illustrates how the strategic, operational,
reporting and compliance objectives are managed.

4.2.1 Internal Environment
The Qantas Corporate Governance Statement (Qantas 2010, p. 23) states that the
‘Board is responsible for reviewing and overseeing the risk management strategy’.
This shows commitment from the Board a top-down approach to risk management.
The Chief Risk Officer is also a member of the executive team.

4.2.2 Objective Setting
The Qantas Group Risk Management Framework is supported by three interrelated
elements: governance, risk management and assurance (Qantas 2010, p. 23).

4.2.3 Event Identification
A common standard for identifying, assessing and managing business risks across the
group — The Qantas Management System (QMS) — provides business units with
guidance regarding risk management. (Qantas 2010, p. 23).

4.2.4 Risk Assessment
Material risks and effectiveness of risk management plans are escalated to Executive
Management or relevant Board Committees. Assessments against different QMS
elements are undertaken (Qantas 2010, p. 24).




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4.2.5 Risk Response
A Safety, Health, Environment & Security Committee (SHESC) is responsible for
assisting the Board in its corporate governance activities including risk management.
(Qantas 2010, p. 24).

4.2.6 Control Activities
The Qantas Group Risk Management Policy (Policy) sets the minimum requirements
and roles and responsibilities for managing risks across the organisation. The Board
reviews and approves this Policy (Qantas 2010, p. 23).

4.2.7 Information and Communication
A detailed risk register is prepared and reported every quarter by each business unit
(Qantas 2010, p. 24).

4.2.8 Monitoring
Independent, objective assurance and consulting services on the risk management
system is provided through an Internal Audit function (Qantas 2010, p. 24).



5 Corporate Governance
This section compares and contrasts the Qantas approach to Corporate Governance
as documented in their Corporate Governance Statement (Qantas 2010) with the
approach recommended in the ‘ASX Corporate Governance Principles and
Recommendations’ (ASX 2007) and the Kiel and Nicholson model (Kiel & Nicholson
2002).


5.1 Kiel and Nicholson Model
According to Kiel and Nicholson (2002, p. 18), despite uncertainty, practical solutions
to governance problems can be found. They highlight that the board has two primary
responsibilities:
    1. conformance — relates to the past and present behaviour of the business.
         Board monitors and supervises management and is accountable to


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stakeholders. Achieved through reporting financial and non-financial
       information about the business;
   2. performance — is less developed. Board needs to focus on the future as
       directors are held accountable for firm performance.


Kiel and Nicholson’s (2002) Corporate Governance Charter model aims to develop
more effective boards by providing both a structure and a process. When the model
is used as a process, it provides a forum to discuss ‘unmentioned’ issues that are
often not addressed and lead to poor governance. An updated version of the
Framework is shown in Figure 2.




   Figure 2 Kiel and Nicholson's Corporate Governance Charter model (Effective
                       Governance Board Charter website).


The model’s focus is to assist the board in directing business success through a
process that aligns a company’s governance system to its organisational needs (Kiel




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& Nicholson 2002, p. 23). The authors cite two primary benefits of the model. They
state that the model:
   1. creates a major policy document that can assist in the corporation’s
       leadership to deliver good governance;
   2. guides strategic conversations at board level to move members to the
       ‘performing’ stage of group process.
                                                      (Kiel & Nicholson 2002, p. 23)



5.2 ASX Principles of Good Corporate Governance
The ASX Corporate Governance Council provides the following eight principles and
recommendations:
   1. Lay solid foundations for management and oversight.
   2. Structure the board to add value.
   3. Promote ethical and responsible decision-making.
   4. Safeguard integrity in financial reporting.
   5. Make timely and balanced disclosure.
   6. Respect the rights of shareholders.
   7. Recognise and manage risk.
   8. Remunerate fairly and responsibly.
                                                                         (ASX 2007)


5.3 Qantas Corporate Governance Statement

5.3.1 Alignment with ASX Principles 2007
This comparison is fairly simple to establish from the Corporate Governance
Statement (Qantas 2010). According to Qantas’ Corporate Governance Statement
(Qantas 2010, p. 20), the ‘Board endorses the ASX Corporate Governance Council’s
Corporate Governance Principles and Recommendations’. Review of Qantas’
Corporate Governance Statement confirms that ASX Principles 1 to 7 is addressed.
Surprisingly though, Principle 8 — Remunerate fairly and responsibly — unlike the
first seven principles, is not specifically mentioned in the Statement. The


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remuneration function is incorporated under the declaration of Principle 1. The
report states that it is the Boards responsibility to ensure that ‘a clear relationship
between performance and executive remuneration’ exists (Qantas 2010, p. 20). This
seems to satisfy the requirements of Principle 8.



5.3.2 Alignment with the Kiel and Nicholson Model
The details of the Corporate Governance Statement (Qantas 2010) have been
examined to compare and contrast the content of the Corporate Governance
Statement with Kiel and Nicholson’s model and the corresponding ASX principles.
The results are shown in Table 4 on the following page.




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Table 4 Qantas Corporate Governance compared and contrasted with the
      Kiel and Nicholson model and corresponding ASX principles.



                                     Top Level Governance   ASX
 Kiel and Nicholson Model
                                          Statement       Principle
                    Board                 The Board is structured to   2
                    Structure              add value
                                          The Board lays solid         1
                    Role of the
                                           foundations for
                    Board
                                           management oversight
                    Role of               The Board is structured to   2
   Defining         Individual             add value
                    Directors
  Governance
                    Role of the           The Board is structured to   2
    Roles           Chairman               add value
                    Role of the           The Board is structured to   2
                    Company                add value
                    Secretary
                                          The Board lays solid         1
                    Role of the
                                           foundations for
                    CEO
                                           management oversight
                                          The Board lays solid         1
                                           foundations for
                    Strategy               management oversight         2
                                          The Board is structured to
                                           add value
                                          The Board lays solid         1
                    CEO                    foundations for
                                           management oversight
                                          The Board lays solid         1
                                           foundations for
                    Monitoring             management oversight
   Key Board
                                          The Board safeguards the     4
   Functions                               integrity of financial
                                           reporting
                    Risk                  The Board recognises and     7
                    Management             manages risk
                                          The Board lays solid         1
                    Compliance
                                           foundations for
                                           management oversight
                                          The Board lays solid         1
                    Policy
                                           foundations for
                    Framework
                                           management oversight
                    Networking            The Board makes times        5

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Top Level Governance   ASX
 Kiel and Nicholson Model
                                         Statement       Principle
                                         and balanced disclosure
                                        The Board respects the        6
                                         rights of shareholders
                    Stakeholder         The Board makes times         5
                    Communicatio         and balanced disclosure
                    n                   The Board respects the        6
                                         rights of shareholders
                                        The Board lays solid          1
                                         foundations for
                    Decision
                                         management oversight.
                    Making
                                        The Board promotes            3
                                         ethical and responsible
                                         decision making
                                        The Board is structured to    2
                                         add value
                    Director
                                        The Board promotes            3
                    Protection
                                         ethical and responsible
                                         decision making
                    Board               The Board is structured to    2
   Effective        Evaluation           add value
  Governance        Director            The Board is structured to   2, 8
                    Remuneration         add value
                    Director            The Board is structured to    2
                    Development          add value
                    Director            The Board is structured to    2
                    Selection and        add value
                    Induction
                    Board               The Board lays solid          1
                    Meetings             foundations for
                                         management oversight
                    Board               The Board lays solid          1
                    Meeting              foundations for
                    Agenda               management oversight
                                        The Board lays solid          1
Improving Board Board Papers             foundations for
   Processes                             management oversight
                                        The Board lays solid          1
                    Board Minutes        foundations for
                                         management oversight
                                        The Board lays solid          1
                    The Board
                                         foundations for
                    Calendar
                                         management oversight
                    Committees          The Board lays solid          1

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Top Level Governance   ASX
 Kiel and Nicholson Model
                                              Statement       Principle
                                              foundations for
                                              management oversight
                                             The Board is structured to        2
                                              add value



5.4 Corporate Governance within the Context of Accountability
     Frameworks
The objectives of the Kiel and Nicholson model are to create a major policy
document to assist the organisation’s leadership deliver good performance and to
guide strategic conversations at that board level to move members to the
‘performing’ stage of the group process (Kiel & Nicholson 2002, p. 23).


Figure 3 illustrates the analysis given in Table 4. The numbers next to each quadrant
represent the corresponding ASX principles. The significant result here is the loading
of the ASX principles as the Key Board Functions. This may not be a generic result but
a consequence of where Qantas places its governance responsibilities. The content
in Table 4 was generated by examining the details of each Board function and
Qantas could have chosen to arrange the Board’s responsibilities slightly differently.
This would have changed the distribution of the ASX principles slightly. However,
while redistribution may have been possible, it is not entirely flexible. Many ASX
principles fall in particular quadrants and some associations seem rigid. For example,
ASX Principle 7 — Risk Management — will always fall in the Key Board Functions
quadrant.




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Figure 3 Kiel and Nicholson model and ASX principles overlap for Qantas corporate
governance.


Figure 3 highlights the areas of the ASX guidelines that the Board needs to focus on
during each of the four phases. It is also important to keep in mind that while the
Kiel and Nicholson model suggests structure and process, it is probably not intended
to be normative. Compliance with the ASX guidelines already provides a satisfactory
starting point.



6 Conclusion
This report examined the nature and relevance of risk, the importance of risk
analysis and management and corporate governance within the context of
accountability frameworks. Risk management, the implementation of risk analysis
and risk management systems with reference to the COSO ERM Framework were
discussed. Qantas’ risk management systems were compared with COSO ERM
Framework to assess how Qantas may manage reputation and branding, and safety


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© Atul Kuver 2011
risks. Reputation and branding, and safety are of critical importance to Qantas. The
comparison indicated that the Qantas risk management structure closely follows the
COSO ERM Framework that support its strategic, operational, reporting and
compliance objectives.


The Qantas approach to Corporate Governance as documented in their Corporate
Governance Statement (Qantas 2010) was compared and contrasted with the
approach recommended in the ASX Corporate Governance Principles and
Recommendations (ASX 2007) and the Kiel and Nicholson model (Kiel & Nicholson
2002). The review shows the Qantas approach is aligned with the ASX Corporate
Governance Principles and Recommendations (ASX 2007). The Qantas approach also
satisfies the structure and process of the Kiel and Nicholson model. This alignment
demonstrates that the Qantas Board accepts responsibility for the key functions
regarding the Corporate Governance.




                                        22
© Atul Kuver 2011
References
ASX 2007, ASX Corporate Governance Council, Principles of Good Corporate
Governance and Best Practice Recommendations 2nd edition


Bissett, A 2010, 'Enterprise risk management -- is it achievable?', Keeping Good
Companies (14447614), 2, pp. 80-83.


Bowling, D, & Rieger, L 2005, 'Making Sense of COSO's New Framework for
Enterprise Risk Management', Bank Accounting & Finance (08943958), 18, 2, pp. 29-
34.


Brooks, L. & Dunn, P. (2008) Business & Professional Ethics for Directors, Executives &
Accountants, Mason, South-western Cengage Learning.


COSO 2004, Enterprise Risk Management — Integrated Framework. Available at
http://www.coso.org/documents/COSO_ERM_ExecutiveSummary.pdf [Accessed
February 15, 2011].


Effective Governance Board Charter website. Available at:
http://www.effectivegovernance.com.au/Board-Charter.html [Accessed February
15, 2011].


Economics Intelligence Unit 2007, Best practice in risk management | BUSINESS
RESEARCH. Available at: http://businessresearch.eiu.com/best-practice-risk-
management.html [Accessed February 16, 2011].


Kiel, G & Nicholson, G 2002, Real world governance: driving business success through
effective corporate governance, Mt Eliza Business Review vol. 5, no. 1, pp. 17 – 28


Qantas 2010, Annual Report 2009 - 2010.



                                          23
© Atul Kuver 2011
Rao, A 2009, 'IMPLEMENTATION OF ENTERPRISE RISK MANAGEMENT (ERM) TOOLS -
A CASE STUDY', Academy of Accounting & Financial Studies Journal, 13, 2, pp. 87-
103.


Washington, T 2010, Qantas engine troubles raise risk questions. Available at:
http://www.riskmanagementmagazine.com.au/articles/66/0c06d866.asp [Accessed
February 15, 2011].




                                         24
© Atul Kuver 2011

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The importance of risk analysis and management, and corporate governance

  • 1. Commercial Accountability Challenges in a Global Environment The Nature and Relevance of Risk The Importance of Risk Analysis and Management, and Corporate Governance Atul Kuver February 2011 1 © Atul Kuver 2011
  • 2. Executive Summary Qantas operates in an industry that focuses on high availability, safety, has low margins, intense competition and is vulnerable to external and internal business shocks. Reputation and branding, and safety can be considered to be part of Qantas’ strategic and operational objectives. Failure in either area can have serious consequences for Qantas. This report examines the nature and relevance of risk, the importance of risk analysis and management and corporate governance within the context of accountability frameworks. Risk management, the implementation of risk analysis and risk management systems with reference to the COSO ERM Framework are discussed. Qantas’ risk management systems are compared with the COSO ERM Framework to assess how Qantas manages reputation and branding, and safety risks. The comparison indicates that the Qantas risk management structure closely follows the COSO ERM Framework that support its strategic, operational, reporting and compliance objectives. The Qantas approach to Corporate Governance as documented in their Corporate Governance Statement (Qantas 2010) is compared and contrasted with the approach recommended in the ASX Corporate Governance Principles and Recommendations (ASX 2007) and the Kiel and Nicholson model (Kiel & Nicholson 2002). The review shows the Qantas approach is aligned with the ASX Corporate Governance Principles and Recommendations (ASX 2007). The Qantas approach also satisfies the structure and process of the Kiel and Nicholson model. Alignment of the ASX (2007) principles as approached by Qantas with the Kiel and Nicholson model shows that the Qantas Board accepts responsibility for the key functions regarding Corporate Governance. 2 © Atul Kuver 2011
  • 3. Table of Contents Executive Summary ................................................................................................... 2 1 Introduction ...................................................................................................... 4 2 Nature and relevance of risk to corporate accountability................................... 4 3 Risk Management .............................................................................................. 5 3.1 ‘Risk-Silo’ Mentality versus the Holistic Approach to Risk ............................ 5 3.2 Drivers of Risk Management ....................................................................... 6 3.3 Deficiencies in Risk Management ................................................................ 7 4 Implementation of Risk Analysis and Risk Management Systems ....................... 8 4.1 COSO Enterprise Risk Management Framework .......................................... 8 4.2 Managing Reputation and Branding Risk, and Safety Risk at Qantas .......... 12 4.2.1 Internal Environment ......................................................................... 13 4.2.2 Objective Setting ................................................................................ 13 4.2.3 Event Identification ............................................................................ 13 4.2.4 Risk Assessment ................................................................................. 13 4.2.5 Risk Response .................................................................................... 14 4.2.6 Control Activities ................................................................................ 14 4.2.7 Information and Communication ....................................................... 14 4.2.8 Monitoring ......................................................................................... 14 5 Corporate Governance .................................................................................... 14 5.1 Kiel and Nicholson Model .......................................................................... 14 5.2 ASX Principles of Good Corporate Governance .......................................... 16 5.3 Qantas Corporate Governance Statement ................................................. 16 5.3.1 Alignment with ASX Principles 2007 ................................................... 16 5.3.2 Alignment with the Kiel and Nicholson Model .................................... 17 5.4 Corporate Governance within the Context of Accountability Frameworks . 20 6 Conclusion ....................................................................................................... 21 References .............................................................................................................. 23 3 © Atul Kuver 2011
  • 4. 1 Introduction This report examines the nature and relevance of risk, the importance of risk analysis and management and corporate governance within the context of accountability frameworks. The report outline is as follows. Section 2 explores the nature and relevance of risk to corporate accountability. Section 3 examines the practice of risk management. The ‘risk-silo’ mentality versus a holistic approach to risk management is discussed, followed by the drivers of risk management and deficiencies in risk management. The implementation of risk analysis and risk management systems is discussed in Section 4. The Committee of Sponsoring Organizations of the Treadway Commission’s (COSO) Enterprise Risk Management-Integrated Framework (COSO ERM Framework) is described first. Then Qantas’ risk management systems are compared with the COSO ERM Framework to assess how Qantas manages reputation and branding, and safety risks. Section 5 discusses the alignment of the Qantas approach to Corporate Governance as documented in their Corporate Governance Statement (Qantas 2010) with the approach recommended in the ASX Corporate Governance Principles and Recommendations (ASX 2007) and with the Kiel and Nicholson model (Kiel & Nicholson 2002). The report concludes with Section 6. 2 Nature and relevance of risk to corporate accountability Organisations are facing increasing pressure from regulators, investors and other stakeholders to increase transparency and disclosure. Principle 7 of the ASX Corporate Governance Principles and Recommendations (ASX 2007, p. 32) states that ‘companies should establish a sound system of risk oversight and management and internal control’. ASX (2007, p. 32) emphasises that the responsibility for reviewing the company’s policies on risk oversight and management lies with the board. The board must satisfy itself that management has developed and 4 © Atul Kuver 2011
  • 5. implemented a reliable system of risk management and internal controls. While traditional risks such as credit, market and foreign exchange risk remain the primary considerations, businesses are acknowledging the need to determine and assess risk in areas such as human capital, reputation and climate change (Economics Intelligence Unit 2007, p. 2). ASX (2007, p. 32) considers material business risks to include but not limited to: ‘operational, environmental, sustainability, compliance, strategic, ethical conduct, reputation or brand, technological, product or service quality, human capital, financial reporting and market related risks. 3 Risk Management Organisational objectives cover a range of areas including corporate strategy, operations, processes and projects. Organisations can encounter a variety of risks that can have an impact on these objectives. Risk management is how risks are managed. The ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX 2007, p. 32) defines risk management as ‘the culture, processes and structures that are directed towards taking advantage of potential opportunities while managing potential side effects’. 3.1 ‘Risk-Silo’ Mentality versus the Holistic Approach to Risk Risk management in the past has mostly been driven from the bottom up and been fragmented across different divisions within an organisation (Bowling & Rieger 2005). This method sets up a series of ‘risk-silos’ managed by different groups within the organisation. The different silos may have different risk tolerances, which can lead to one group with low to no risk, while another group may take on significant risks (Bowling & Rieger 2005, p. 32). In contrast, Enterprise Risk Management (ERM) is a framework that takes all risk areas into account. Risks are no longer considered in isolation. ERM looks at the activities of the business as a whole and analyses how different areas of risk affect each other (Bowling & Rieger 2005). 5 © Atul Kuver 2011
  • 6. 3.2 Drivers of Risk Management There are many drivers that increase the rationale for risk management. Economics Intelligence Unit (2007, p. 6) identifies risk management drivers that are both internal and external to organisations. Internal drivers include:  greater commitment from the board;  greater complexity experienced by organisations in the value chain due to advanced business practices, globalised markets and rapid technological change. The increase in the level of competition and rapid pace of change is destroying predictability for businesses (Stevenson, cited in Rao 2009, p. 87);  specific risk events such as product recalls or fraud. External drivers of risk management are those that arise from outside the organisation. These include:  increased focus on regulation of business practices and investor demands for greater disclosure and accountability. The consequence of recognition of corporate accountability to stakeholders is that an organisation’s governance system needs to consider the importance of satisfying the concerns of stakeholders (Brooks & Dunn 2010, p. 462). According to Brooks and Dunn (2010, p. 462-463), a focus on ethics risks and opportunities is necessary to ‘avoid potential loss of support for a corporations objectives, and to discover opportunities of greater support’ and a much broader risk assessment framework is required.  changes in competitive, technological, social, and political circumstances have amplified the likely impact of operations-related failure (Lewis, cited in Rao, p. 87). The regulatory environment in Australia includes (Bissett 2010, p. 81):  the AS/NZS ISO 31000: 2009 Standard which provides a practical framework for risk management; 6 © Atul Kuver 2011
  • 7. ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations;  Australian Prudential Regulation Authority (APRA) and Basel II Accord for the financial services industry;  Civil Aviation Safety Authority (CASA), International Civil Aviation Organisation (ICAO) and the Australian Transport Safety Bureau (ATSB) for the aviation industry. 3.3 Deficiencies in Risk Management According to Bisset (2010, p.80), the Global Financial Crisis (GFC) has highlighted shortcomings in the risk management process of many organisations. The causes and consequences of the deficiencies is summarised in Table 1. Table 1 Causes and consequences of risk management deficiencies. (Bisset 2010, p.80) Deficiency Cause of Deficiency Consequence Organisation’s failure to Inconsistent Risk culture define a risk culture or communication about risk appetite within the organisation Level of risk not Uncertainty about the considered return on investment as Risk/return trade-off higher returns are usually associated with higher risk Incentive schemes do not Reward structure not sufficiently represent the consistent with key Incentive schemes organisation’s risk performance indicators appetite Over-complicated risk Risk management Complexity and lack of structures and procedures procedures avoided or not integration used. Effect of risk on the Limited holistic indicators drivers of value and of risk Risk measures associated indicators of risk not well understood within the organisation Lack of a robust data Over-reliance on financial Risk information analysis capability. models and data where the underlying 7 © Atul Kuver 2011
  • 8. Deficiency Cause of Deficiency Consequence fundamentals may not be understood and assumptions are not verified or challenged. No scenario planning. No stress testing of worst Worst case scenarios possible case scenarios. Risk function not Risk function seen merely Empowerment of the risk empowered. as a compliance function function or a roadblock function 4 Implementation of Risk Analysis and Risk Management Systems 4.1 COSO Enterprise Risk Management Framework The Committee of Sponsoring Organizations of the Treadway Commission’s (COSO) Enterprise Risk Management-Integrated Framework (COSO ERM Framework) describes the fundamental elements of risk-management principles for organisations regardless of size (Bowling & Rieger 2005, p. 29). Enterprise Risk Management is defined as follows: Enterprise risk management is a process, effected by an entity’s board of directors, management and other personnel, applied in strategy 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. (COSO 2004) This definition is broad and complex, but probably necessarily so, because it tries to be an all inclusive definition that can be used by all organisations. Bowling and Rieger (2005, p. 30) provides a breakdown of the keywords and associated meanings. This is shown in Table 2. 8 © Atul Kuver 2011
  • 9. Table 2 Understanding the keywords in COSO's ERM definition (Bowling & Rieger 2005, p. 30) Keyword Meaning A process a means to an end. Effected by people as opposed to sole reliance on policies, standard procedures, surveys or forms. Applied in a strategy setting the ‘big-picture’ view Across the enterprise view an aggregate or portfolio of risks rather than a narrow view of isolated risks. Identifying events consider in the context of the entity’s appetite for risk Reasonable assurance cannot have absolute guarantees. Achievement of organizational can take place in one or more objectives overlapping categories The COSO ERM Framework is illustrated as the cube shown in Figure 1. Figure 1 The COSO ERM Framework (COSO 2004, p.5). The top of the cube corresponds to four objectives: strategic, operations, reporting and compliance. The ERM Framework consists of eight components. These represent 9 © Atul Kuver 2011
  • 10. what is needed to achieve each of the four objectives. A summary of the each of the components is given in Table 3. Possible deficiencies (Bisset 2010, p. 80) in risk management practices that could affect the significance of the component for an organisation are given in Column 3 of Table 3. For example:  deficiencies in risk culture may be indicative of how risk is viewed or lack of Board commitment;  a risk function that is not empowered may result in an inadequate response to risk due to a lack of alignment between risks and the organisation’s appetite or tolerance for risk. Table 3 Significance of the eight components in COSO's ERM Framework Possible Component Significance Deficiencies (Table 1)  encompasses the tone of an  Risk Culture organisation;  sets the basis for how risk is viewed and addressed by Internal people in the organisation Environment including:  risk management philosophy;  risk appetite;  integrity and ethical values;  operational environment.  objectives are necessary  Incentive before the potential events schemes affecting their achievement  Risk/return can be identified by trade-off management; Objective Setting  ensures that a objective setting process is in place;  ensures that the chose objectives align with the organisation’s mission and risk appetite.  internal and external events  Worst case that could affect the scenario Event achievement of any of the planning Identification organisation’s objectives must  Risk be identified; information 10 © Atul Kuver 2011
  • 11. Possible Component Significance Deficiencies (Table 1)  risks and opportunities must be distinguished;  channel opportunities back into strategy or objective- setting process.  analyse risks by assessing their  Risk measures likelihood and impact;  analysis determines the risk Risk Assessment management approach;  assess risks on an inherent and residual basis.  select the appropriate  Risk response to the risk: information  avoid;  Empowering  accept; the risk Risk Response  reduce; or function  share;  develop actions to align the risks with the organisation’s tolerance and appetite for risk;  establish and implement  Empowering policies and procedures to the risk Control Activities assist in ensuring that risk function responses are carried out effectively.  identify, capture and  Complexity and communicate relevant lack of Information and information in a form and information Communication timeframe that enables people to carry out their responsibilities;  monitor entire ERM and  Empowering modify as necessary; the risk  accomplish monitoring function Monitoring through ongoing management activities, separate evaluations or both. 11 © Atul Kuver 2011
  • 12. 4.2 Managing Reputation and Branding Risk, and Safety Risk at Qantas Qantas operates in an industry that focuses on high availability, safety, has low margins, intense competition and is vulnerable to external and internal business shocks (Bisset 2010, p. 82). The organisation faces risks in all four objectives areas recognised in the COSO ERM Framework. Being one of the world’s safest airlines has long been Qantas’ key brand value, having never lost an aircraft. However, two recent safety incidents on two separate models of aircraft have threatened Qantas’ reputation. Industrial safety regulations that apply to the aviation industry will have extremely serious consequences for Qantas if any of the safety risks are realised. According to Bisset (2010, p. 82–83), risks ‘can’t be managed from 10,000 feet in the corporate head office. Effective risk management needs to be embedded within the operations of the organisation’. On July 25th, 2008, Qantas Flight 30 (QF30) was on a flight from London Heathrow Airport to Melbourne Airport with a scheduled stop-over at Hong Kong International Airport. Shortly after leaving Hong Kong an oxygen tank exploded, rupturing the fuselage just forward of the starboard wind root. There were no injuries and the aircraft made an emergency decent to 10,000 feet. In November 2010, a Rolls Royce Trent-900 engine failed on a Qantas Airbus A380 while flying over Indonesia. This event force Qantas to ground its entire A380 fleet. These events have raised questions about operations risk management (Washington 2010). The A380 issue created a complicated situation for Qantas in trying to preserve its reputation. Dr Ulysses Chioatta from SSAMM Management Consulting has commented that Qantas, by being ‘overly cautious and grounding more planes sends out a less than confident message to customers’ (Washington 2010). 12 © Atul Kuver 2011
  • 13. Reputation and branding, and safety can be considered to be part of Qantas’ strategic and operational objectives. Safety will also fall under the regulatory framework for the aviation industry. Failure in either area can have serious consequences for Qantas. Qantas states that its risk management and internal control system aligns to the principles in the AS/NZS ISO 31000: 2009 Standard and the COSO ERM Framework (Qantas 2010, p. 23). Qantas’ risk management and the COSO ERM Framework are compared below. The comparison illustrates how the strategic, operational, reporting and compliance objectives are managed. 4.2.1 Internal Environment The Qantas Corporate Governance Statement (Qantas 2010, p. 23) states that the ‘Board is responsible for reviewing and overseeing the risk management strategy’. This shows commitment from the Board a top-down approach to risk management. The Chief Risk Officer is also a member of the executive team. 4.2.2 Objective Setting The Qantas Group Risk Management Framework is supported by three interrelated elements: governance, risk management and assurance (Qantas 2010, p. 23). 4.2.3 Event Identification A common standard for identifying, assessing and managing business risks across the group — The Qantas Management System (QMS) — provides business units with guidance regarding risk management. (Qantas 2010, p. 23). 4.2.4 Risk Assessment Material risks and effectiveness of risk management plans are escalated to Executive Management or relevant Board Committees. Assessments against different QMS elements are undertaken (Qantas 2010, p. 24). 13 © Atul Kuver 2011
  • 14. 4.2.5 Risk Response A Safety, Health, Environment & Security Committee (SHESC) is responsible for assisting the Board in its corporate governance activities including risk management. (Qantas 2010, p. 24). 4.2.6 Control Activities The Qantas Group Risk Management Policy (Policy) sets the minimum requirements and roles and responsibilities for managing risks across the organisation. The Board reviews and approves this Policy (Qantas 2010, p. 23). 4.2.7 Information and Communication A detailed risk register is prepared and reported every quarter by each business unit (Qantas 2010, p. 24). 4.2.8 Monitoring Independent, objective assurance and consulting services on the risk management system is provided through an Internal Audit function (Qantas 2010, p. 24). 5 Corporate Governance This section compares and contrasts the Qantas approach to Corporate Governance as documented in their Corporate Governance Statement (Qantas 2010) with the approach recommended in the ‘ASX Corporate Governance Principles and Recommendations’ (ASX 2007) and the Kiel and Nicholson model (Kiel & Nicholson 2002). 5.1 Kiel and Nicholson Model According to Kiel and Nicholson (2002, p. 18), despite uncertainty, practical solutions to governance problems can be found. They highlight that the board has two primary responsibilities: 1. conformance — relates to the past and present behaviour of the business. Board monitors and supervises management and is accountable to 14 © Atul Kuver 2011
  • 15. stakeholders. Achieved through reporting financial and non-financial information about the business; 2. performance — is less developed. Board needs to focus on the future as directors are held accountable for firm performance. Kiel and Nicholson’s (2002) Corporate Governance Charter model aims to develop more effective boards by providing both a structure and a process. When the model is used as a process, it provides a forum to discuss ‘unmentioned’ issues that are often not addressed and lead to poor governance. An updated version of the Framework is shown in Figure 2. Figure 2 Kiel and Nicholson's Corporate Governance Charter model (Effective Governance Board Charter website). The model’s focus is to assist the board in directing business success through a process that aligns a company’s governance system to its organisational needs (Kiel 15 © Atul Kuver 2011
  • 16. & Nicholson 2002, p. 23). The authors cite two primary benefits of the model. They state that the model: 1. creates a major policy document that can assist in the corporation’s leadership to deliver good governance; 2. guides strategic conversations at board level to move members to the ‘performing’ stage of group process. (Kiel & Nicholson 2002, p. 23) 5.2 ASX Principles of Good Corporate Governance The ASX Corporate Governance Council provides the following eight principles and recommendations: 1. Lay solid foundations for management and oversight. 2. Structure the board to add value. 3. Promote ethical and responsible decision-making. 4. Safeguard integrity in financial reporting. 5. Make timely and balanced disclosure. 6. Respect the rights of shareholders. 7. Recognise and manage risk. 8. Remunerate fairly and responsibly. (ASX 2007) 5.3 Qantas Corporate Governance Statement 5.3.1 Alignment with ASX Principles 2007 This comparison is fairly simple to establish from the Corporate Governance Statement (Qantas 2010). According to Qantas’ Corporate Governance Statement (Qantas 2010, p. 20), the ‘Board endorses the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations’. Review of Qantas’ Corporate Governance Statement confirms that ASX Principles 1 to 7 is addressed. Surprisingly though, Principle 8 — Remunerate fairly and responsibly — unlike the first seven principles, is not specifically mentioned in the Statement. The 16 © Atul Kuver 2011
  • 17. remuneration function is incorporated under the declaration of Principle 1. The report states that it is the Boards responsibility to ensure that ‘a clear relationship between performance and executive remuneration’ exists (Qantas 2010, p. 20). This seems to satisfy the requirements of Principle 8. 5.3.2 Alignment with the Kiel and Nicholson Model The details of the Corporate Governance Statement (Qantas 2010) have been examined to compare and contrast the content of the Corporate Governance Statement with Kiel and Nicholson’s model and the corresponding ASX principles. The results are shown in Table 4 on the following page. 17 © Atul Kuver 2011
  • 18. Table 4 Qantas Corporate Governance compared and contrasted with the Kiel and Nicholson model and corresponding ASX principles. Top Level Governance ASX Kiel and Nicholson Model Statement Principle Board  The Board is structured to 2 Structure add value  The Board lays solid 1 Role of the foundations for Board management oversight Role of  The Board is structured to 2 Defining Individual add value Directors Governance Role of the  The Board is structured to 2 Roles Chairman add value Role of the  The Board is structured to 2 Company add value Secretary  The Board lays solid 1 Role of the foundations for CEO management oversight  The Board lays solid 1 foundations for Strategy management oversight 2  The Board is structured to add value  The Board lays solid 1 CEO foundations for management oversight  The Board lays solid 1 foundations for Monitoring management oversight Key Board  The Board safeguards the 4 Functions integrity of financial reporting Risk  The Board recognises and 7 Management manages risk  The Board lays solid 1 Compliance foundations for management oversight  The Board lays solid 1 Policy foundations for Framework management oversight Networking  The Board makes times 5 18 © Atul Kuver 2011
  • 19. Top Level Governance ASX Kiel and Nicholson Model Statement Principle and balanced disclosure  The Board respects the 6 rights of shareholders Stakeholder  The Board makes times 5 Communicatio and balanced disclosure n  The Board respects the 6 rights of shareholders  The Board lays solid 1 foundations for Decision management oversight. Making  The Board promotes 3 ethical and responsible decision making  The Board is structured to 2 add value Director  The Board promotes 3 Protection ethical and responsible decision making Board  The Board is structured to 2 Effective Evaluation add value Governance Director  The Board is structured to 2, 8 Remuneration add value Director  The Board is structured to 2 Development add value Director  The Board is structured to 2 Selection and add value Induction Board  The Board lays solid 1 Meetings foundations for management oversight Board  The Board lays solid 1 Meeting foundations for Agenda management oversight  The Board lays solid 1 Improving Board Board Papers foundations for Processes management oversight  The Board lays solid 1 Board Minutes foundations for management oversight  The Board lays solid 1 The Board foundations for Calendar management oversight Committees  The Board lays solid 1 19 © Atul Kuver 2011
  • 20. Top Level Governance ASX Kiel and Nicholson Model Statement Principle foundations for management oversight  The Board is structured to 2 add value 5.4 Corporate Governance within the Context of Accountability Frameworks The objectives of the Kiel and Nicholson model are to create a major policy document to assist the organisation’s leadership deliver good performance and to guide strategic conversations at that board level to move members to the ‘performing’ stage of the group process (Kiel & Nicholson 2002, p. 23). Figure 3 illustrates the analysis given in Table 4. The numbers next to each quadrant represent the corresponding ASX principles. The significant result here is the loading of the ASX principles as the Key Board Functions. This may not be a generic result but a consequence of where Qantas places its governance responsibilities. The content in Table 4 was generated by examining the details of each Board function and Qantas could have chosen to arrange the Board’s responsibilities slightly differently. This would have changed the distribution of the ASX principles slightly. However, while redistribution may have been possible, it is not entirely flexible. Many ASX principles fall in particular quadrants and some associations seem rigid. For example, ASX Principle 7 — Risk Management — will always fall in the Key Board Functions quadrant. 20 © Atul Kuver 2011
  • 21. Figure 3 Kiel and Nicholson model and ASX principles overlap for Qantas corporate governance. Figure 3 highlights the areas of the ASX guidelines that the Board needs to focus on during each of the four phases. It is also important to keep in mind that while the Kiel and Nicholson model suggests structure and process, it is probably not intended to be normative. Compliance with the ASX guidelines already provides a satisfactory starting point. 6 Conclusion This report examined the nature and relevance of risk, the importance of risk analysis and management and corporate governance within the context of accountability frameworks. Risk management, the implementation of risk analysis and risk management systems with reference to the COSO ERM Framework were discussed. Qantas’ risk management systems were compared with COSO ERM Framework to assess how Qantas may manage reputation and branding, and safety 21 © Atul Kuver 2011
  • 22. risks. Reputation and branding, and safety are of critical importance to Qantas. The comparison indicated that the Qantas risk management structure closely follows the COSO ERM Framework that support its strategic, operational, reporting and compliance objectives. The Qantas approach to Corporate Governance as documented in their Corporate Governance Statement (Qantas 2010) was compared and contrasted with the approach recommended in the ASX Corporate Governance Principles and Recommendations (ASX 2007) and the Kiel and Nicholson model (Kiel & Nicholson 2002). The review shows the Qantas approach is aligned with the ASX Corporate Governance Principles and Recommendations (ASX 2007). The Qantas approach also satisfies the structure and process of the Kiel and Nicholson model. This alignment demonstrates that the Qantas Board accepts responsibility for the key functions regarding the Corporate Governance. 22 © Atul Kuver 2011
  • 23. References ASX 2007, ASX Corporate Governance Council, Principles of Good Corporate Governance and Best Practice Recommendations 2nd edition Bissett, A 2010, 'Enterprise risk management -- is it achievable?', Keeping Good Companies (14447614), 2, pp. 80-83. Bowling, D, & Rieger, L 2005, 'Making Sense of COSO's New Framework for Enterprise Risk Management', Bank Accounting & Finance (08943958), 18, 2, pp. 29- 34. Brooks, L. & Dunn, P. (2008) Business & Professional Ethics for Directors, Executives & Accountants, Mason, South-western Cengage Learning. COSO 2004, Enterprise Risk Management — Integrated Framework. Available at http://www.coso.org/documents/COSO_ERM_ExecutiveSummary.pdf [Accessed February 15, 2011]. Effective Governance Board Charter website. Available at: http://www.effectivegovernance.com.au/Board-Charter.html [Accessed February 15, 2011]. Economics Intelligence Unit 2007, Best practice in risk management | BUSINESS RESEARCH. Available at: http://businessresearch.eiu.com/best-practice-risk- management.html [Accessed February 16, 2011]. Kiel, G & Nicholson, G 2002, Real world governance: driving business success through effective corporate governance, Mt Eliza Business Review vol. 5, no. 1, pp. 17 – 28 Qantas 2010, Annual Report 2009 - 2010. 23 © Atul Kuver 2011
  • 24. Rao, A 2009, 'IMPLEMENTATION OF ENTERPRISE RISK MANAGEMENT (ERM) TOOLS - A CASE STUDY', Academy of Accounting & Financial Studies Journal, 13, 2, pp. 87- 103. Washington, T 2010, Qantas engine troubles raise risk questions. Available at: http://www.riskmanagementmagazine.com.au/articles/66/0c06d866.asp [Accessed February 15, 2011]. 24 © Atul Kuver 2011