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Abstract
Oversight of risk has become a significant issue in the corporate governance debate following the failure of traditional institutions. In the aftermath of the crisis, the International Corporate Governance Network (ICGN) developed the ‘ICGN Corporate Risk Oversight Guidelines’ to help institutional investors assess how effectively the boards of their portfolio companies carry out their oversight function regarding financial and non-financial risk. The ICGN Guidelines reflect a consensus achieved during a year of discussions between technical committee members, the sounding board and contributors of comment letters, who represented various institutions and jurisdictions across the world. These debates have culminated in a document that discusses not only the board and company process of risk management and risk oversight and disclosures concerning financial and non-financial risks, but also the investors' responsibilities in oversight and their communication with the companies. The purpose of this paper is to present the ICGN Guidelines with a commentary linking it to the current debate and developments in the corporate world.
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Author's Biography
Erik Breen is Senior Vice President and head of the Responsible Investing department at Robeco which is responsible for entering into pro-active constructive dialogues with invested companies on corporate governance and sustainability (engagement) and for exercising voting rights. Erik began his career with Robeco in 1996 and held the positions of senior Portfolio Manager on various teams in the investment department. He has been fund manager of Robeco DuurzaamAandelen (Sustainable Equity Fund) since 2002 and is the architect behind Robeco’s current Responsible Investing strategy. Erik is a member of the Board of Governors of ICGN (International Corporate Governance Network), Co-Chair of the ICGN’s Taskforce for Corporate Risk Oversight and a member of ICGN’s Shareholder Responsibilities Committee and Finance Committee. Erik holds a Master of Econometrics from the University of Groningen, earned an EFFAS CFA and is registered with the Dutch Securities Institute.
Andrew Clearfield is an international investment manager and corporate governance specialist. He founded Investment Initiatives LLC in 2005 to aid institutions engaging with portfolio companies, as well as coordinating their efforts with other concerned investors. Andrew began his Wall Street career as a broker-analyst, then moved to CREF in 1982 as an international portfolio manager, taking an early leading role in regulatory and governance issues, especially in Europe. He was a founding member of the Advisory Board of the Paris Bourse, now Euronext. In 2001 he became Director of International Corporate Governance at TIAA-CREF. From 2004–5 he was chairman of the GIGN and from 2005–2008 he was a governor of the ICGN, also co-authoring its Stock Lending Code. Andrew served briefly on the board of Pirelli Tyres when it was being readied for an IPO. He is currently a director of OneChicago, the single-stock futures exchange. Andrew holds an AB from the University of Pennsylvania and a PhD from Harvard University.
Karol M. Klimczak is an assistant professor at Kozminski University, Department of Accounting, and the coordinator of Kozminski Center for Corporate Governance which is dedicated to interdisciplinary research in the field of corporate governance and control. Risk management and corporate control are the main areas of Karol’s research interests. He was awarded a doctoral degree by the University of Lodz (Poland) for a thesis devoted to financial risk management activities of international corporations. Since he accepted a position at Kozminski University, his research focus has gradually moved towards corporate control, strategic and operational risk management. He is a member of the Polish Risk Management Association Polrisk, where he was engaged in the translation of ISO 31000 standards into Polish, and of the European Accounting Association. Karol has taken part in the reform of public sector financial control in Poland, offering advice and training to a number of institutions. He has served as a visiting fellow at the Millstein Center for Corporate Governance and Performance of Yale School of Management. Andrew has published papers in several international, peerreviewed journals.
Citation
Breen, Erik, Clearfield, Andrew and Klimczak, Karol M. (2012, March 1). ICGN corporate risk oversight guidelines: The role of the board and institutional shareholders. In the Journal of Risk Management in Financial Institutions, Volume 5, Issue 2. https://doi.org/10.69554/WKQB6923.Publications LLP