Risk management, Piano strategico e Organi di governo Roma, 1ST Octobre 2014 AGENDA ERM OVERVIEW & VALUE FOR THE BUSINESS ERM IN LUXOTTICA ERM & STRATEGIC PLANNING Roma – Risk Management, Piano strategico e Organi di governo 2 AGENDA ERM OVERVIEW & VALUE FOR THE BUSINESS ERM IN LUXOTTICA ERM & STRATEGIC PLANNING Roma – Risk Management, Piano strategico e Organi di governo 3 WHAT’S RISK? ... any uncertain event that could THREATEN the achievement of BUSINESS OBJECTIVES and Strategies or the company’s tangible & intangible ASSETS... ... impacts on OPERATIONS, REPUTATION as well as FINANCIAL METRICS… ... might arise from our actions… however, it might ARISE FROM INACTION TOO! Roma – Risk Management, Piano strategico e Organi di governo 4 WHY MANAGING RISKS? To TURN potential THREATS… … into OPPORTUNITIES mainly …relying on a single supplier ...focusing only on short term results one ...relying on a single supplier… …to be more cost effective, while having a back-up set of alternative suppliers in case of sudden supply stoppage ... focusing only on short term results… …to generate cash flows aimed at supporting long term strategies for company sustainable growth Roma – Risk Management, Piano strategico e Organi di governo 5 WHO IS IN CHARGE? When we take DECISIONS…we take RISKS… The ENTIRE ORGANIZATION is INVOLVED in MANAGING RISKS and is expected to: timely raise risks (doubts, too) help in avoiding negative consequences ensure the obtainment of its objectives! Roma – Risk Management, Piano strategico e Organi di governo 6 KEY LEARNINGS Managing risks could PREVENT negative IMPACTS ON BUSINESS TARGETS Managing risks is a LONG TERM INVESTMENT, that can enhance ECONOMIC - FINANCIAL, STRATEGIC and COMPETITIVE opportunities Business history is full of examples of MISTAKES, from which every Organization should LEARN! PREVENTION is better than cure! Roma – Risk Management, Piano strategico e Organi di governo 7 AGENDA ERM OVERVIEW & VALUE FOR THE BUSINESS ERM IN LUXOTTICA ERM & STRATEGIC PLANNING Roma – Risk Management, Piano strategico e Organi di governo 8 INTERNAL ORGANIZATION Since 2010, Luxottica has set up the RISK MANAGEMENT DEPARTMENT with the purpose to: IDENTIFY AND MANAGE RISKS that could impede the accomplishment of strategic and operational goals; GUARANTEE A SUSTAINABLE GROWTH. RISK MANAGEMENT & COMPLIANCE ORGANIZATION COMPANY’S KEY FIGURES 7.3 BILLION OF SALES CEO* > 70.000 EMPLOYEES > 45 BRANDS > 7.000 STORES RISK MANAGEMENT & COMPLIANCE 11 PRODUCTION PLANTS RISK MANAGEMENT Corporate COMPLIANCE Corporate RM&C NORTH AMERICA ASSET PROTECTION *CEO Corporate functions Roma – Risk Management, Piano strategico e Organi di governo 9 MISSION & OBJECTIVES SUPPORT ORGANIZATION TO TAKE THE BEST BUSINESS DECISIONS TO… AWARENESS on risks in everyday activities INTEGRATION PROTECT VALUE of information for a conscious decision-making CONFIDENCE THROUGH THE UNDERSTANDING OF RISKS INCREASE OPPORTUNITIES BUILDING to respond to context changes TRANSPARENCY on risks for all the stakeholders CONSISTENCY among goals and risks EMPOWERMENT for managing and monitoring risks OPTIMIZE BALANCE RISK VS REWARD COMPLIANCE with law & best practices CONSCIOUSNESS on risks exposure Roma – Risk Management, Piano strategico e Organi di governo 10 PROCESS & BoD ROLE According to international best practices and frameworks, Luxottica has implemented a 5-STEPS PROCESS: Risk model 1. Risk Mapping Assessment methodology Mitigation plan follow up Monitoring of KRI 5. Monitoring & Improvement > 100 interviews: 2. Risk Assessment Risk event Impact & likelihood Actions already in place Risk ownership setting Mitigation plans Overall evaluation of 4. Risk Treatment 3. Risk Reporting Prioritization based on severity Overall risk exposure Reporting to directors/CEO Reporting to Internal Control & risk exposure Risk Committee FOCUS ON RISKS WITH MIDIUM HIGH SEVERITY Internal Control & Risk Committee / Board of Directors * * see next slide for details Roma – Risk Management, Piano strategico e Organi di governo 11 ICRC & RISK MANAGEMENT Internal Control & Risk Committee (ICRC)* COMPLIANCE Analysis of main compliance topics Monitoring, implementation and improvement plan Approval policies and related procedures ANNUAL RISK ASSESSMENT Risk management expose the results of main topics arisen from all the interviews MITIGATION PLAN FOLLOW UP AD HOC ANALYSIS ON SPECIFIC RISKS Twice a year check on activities related to the approved actions plans (e.g. Credit risk, FX, Supply chain) * Non-executive independent Directors and Director responsible for internal control system Roma – Risk Management, Piano strategico e Organi di governo 12 BENEFITS An EFFECTIVE SUPPORT FOR MANAGEMENT in identifying and managing risks that, if left unaddressed, might negatively and unexpectedly affect goals achievement A SYSTEMIC BRAINSTORMING regarding risks, exposures and countermeasures A UNIQUE AND CENTRALIZED REPRESENTATION OF MAJOR RISKS as perceived by management A HOMOGENEOUS VIEW OF RISKS across the Group Increased AWARENESS and transparency on RISK EXPOSURE REDUCED VULNERABILITY TO ADVERSE EVENTS, through the enhancement of timely risk response ENHANCED TRACKING OF IDENTIFIED RISKS across years Roma – Risk Management, Piano strategico e Organi di governo 13 AGENDA ERM OVERVIEW & VALUE FOR THE BUSINESS ERM IN LUXOTTICA ERM & STRATEGIC PLAN Roma – Risk Management, Piano strategico e Organi di governo 14 ROLE OF THE BOARD «CODICE DI AUTODISCIPLINA»* • Esamina e approva I PIANI STRATEGICI, INDUSTRIALI E FINANZIARI DELL’EMITTENTE E DEL GRUPPO DI CUI ESSO SIA A CAPO, ART. 1, criterio monitorandone periodicamente l’attuazione applicativo 1.C.1, lettere a) e b) • Definisce la natura e IL LIVELLO DI RISCHIO COMPATIBILE CON GLI OBIETTIVI STRATEGICI dell’emittente ART. 7, criterio applicativo 7.C.1, lettere a) e b) • DEFINISCE LE LINEE DI INDIRIZZO del sistema (…) affinchè i PRINCIPALI RISCHI afferenti all’emittente e alle sue controllate risultino correttemente identificati, nonché adeguatamente misurati, gestiti e monitorati, determinando inoltre il GRADO DI COMPATIBILITÀ di tali rischi con una gestione dell’impresa coerente con gli obiettivi strategici individuati. * Borsa Italiana Roma – Risk Management, Piano strategico e Organi di governo 15 BOARD DECISION-MAKING PROCESS COMMENTS GOALS VS RISK BALANCEMENT Board of directors continuously RECEIVES (…) EXTERNAL INPUTS (such as stakeholders expectations, compliance requirement, etc) and INTERNAL PROPOSALS (strategic plan & STRATEGIC PLAN & INITIATIVES STAKEHOLDERS EXPECTATIONS initiatives, corporate performance, etc.) … So ANALYSIS OF STRATEGIC, EXTERNAL AND OPERATIONAL RISKS is an essential prerequisite to take the best decision… …WITH THE AIM TO ALIGN THE OVERALL ANNUAL BUDGET COMPLIANCE ISSUES FINANCIAL STATEMENTS & GOALS CORPORATE PERFORMANCE STRATEGIC RISKS EXTERNAL RISKS OPERATIONAL RISKS BOARD OF DIRECTORS RISK EXPOSURE, THE COMPANY RISK CAPACITY AND THE STAKEHOLDER EXPECTATIONS. Roma – Risk Management, Piano strategico e Organi di governo 16 BOARD ENGAGEMENT ON DIFFERENT RISK CATEGORIES BOD CHALLENGE & ACTIVE ROLE evaluation of the strength of strategic plan assumption and the compatibility of risk level with the strategic objectives EVALUATION OF THE RESILIENCE AND THE ABILITY OF REACTION * STRATEGIC RISKS * EXTERNAL RISKS EVALUATION OF THE ADEQUACY OF INTERNAL CONTROL AND MANAGEMENT SYSTEMS * OPERATIONAL RISKS RISK MANAGEMENT * Communication mainly originated by BoD; balanced; Risk Management Source: Working Paper Protiviti – June 2014 Roma – Risk Management, Piano strategico e Organi di governo 17 RISK ASSESSMENT & STRATEGIC PLAN HOW INCREASE RISK MANAGEMENT MATURITY RISK MANAGEMENT MATURITY STRATEGIC PLAN AS A «COUNTERMEASURE» Risk mitigation included in strategic plan (mainly for operational risks) Risk analysis based on 1. Risk Mapping 5. Monitoring & Improvement strategic plan target and 2. Risk Assessment operating processes / current organization (AS IS) Interactive discussion with Resource allocation to mitigate critical risk events. 4. Risk Treatment 3. Risk Reporting top management about : Risks related to Contingency plan for catastrophic events / strategic planning team and strategic objectives, FOCUS ON RISKS WITH MIDIUM HIGH SEVERITY alternative scenarios Risk appetite / tolerance Review of strategic plan Internal Control & Risk Committee / Board of Directors Resource Stress test / what if analysis assumptions and targets on alternative scenarios STRATEGIC PLAN «RISK ADJUSTED» Roma – Risk Management, Piano strategico e Organi di governo 18 CONCLUSIONS The RISK IS ROOTED INTO BUSINESS AND STRATEGIC CHOICES. For this reason, a PRE-EMPTIVE ANALYSIS of the risk factors and their impact on corporate performance become, for the board, an essential precondition for a SUSTAINABLE VALUE CREATION effort. A continuous and open discussion with risk management could enhance the risk mitigation in the long term and assure the ALIGNMENT BETWEEN BOARD RISK APPETITE, COMPANY RISK CAPACITY AND STAKEHOLDER EXPECTATIONS Roma – Risk Management, Piano strategico e Organi di governo 19 Stefano Orsini Group Risk & Compliance Tel. +39 02 863 34063 [email protected] Alessia Carnevale Group Risk Management Tel. +39 02 863 34531 [email protected] www.luxottica.com Roma – Risk Management, Piano strategico e Organi di governo 20 Grazie.
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