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spRING 2011 GlobAl MARKETs INTERNATIoNAl - Willis

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Tom: “And moving on from the risks themselves to their prevention<br />

and/or mitigation, what actions should senior management take to<br />

address the various risks you have highlighted?”<br />

Lachy: “From an enterprise risk management perspective, companies<br />

should be reviewing their current risk management processes and<br />

assessing whether they are still ‘fit for purpose’, given the changes that<br />

have been wrought on the sector over the past three years.<br />

Many mining companies undertake some form of risk assessment, but<br />

these are often conducted on an infrequent basis. Such assessments need<br />

to be institutionalised as a regular (at least annual) part of the strategic<br />

planning process. It is important that the assessment identifies key risks<br />

and weights the likelihood of the risk materialising, with a view on the<br />

impact on the broader business. Inter-relationships between the various<br />

risks should also be considered.<br />

For the major risks identified, management should test various<br />

scenarios, and develop a number of operational responses. In the current<br />

environment, such scenarios should test against wide ranging potential<br />

market outcomes, including volatile commodity prices and foreign<br />

exchange rates, and address adequacy of liquidity arrangements under<br />

the various outcomes.<br />

The company’s ability to manage the risks that are identified must be<br />

evaluated to ensure that the risk management processes are linked to<br />

the risks the business actually faces. Adequate monitoring and control<br />

processes should also be maintained to provide early warning, and to<br />

improve timeliness of response. It is important that risk management<br />

is seen as a critical aspect of operations, and responsibility and<br />

accountability extend from Head Office to product groups and asset sites.<br />

From a transactions perspective, highly effective due diligence processes<br />

should be used to identify the broad transaction risk areas, thereby<br />

enabling management to assess their tolerance for the risk, and then,<br />

if necessary, build decisive remedial action into a post-deal integration<br />

plan. The post-deal integration plan should include a detailed followthrough<br />

on any unresolved transaction issues identified pre-acquisition<br />

and to explore any areas that were abbreviated due to time pressure or<br />

other constraints.<br />

With the emphasis on expansion into emerging<br />

markets, there are a number of critical diligence<br />

issues which might not be relevant in more<br />

developed markets. These include, but are not<br />

limited to, settlement agreements, outstanding<br />

tax liabilities, tax arrangements with the<br />

incumbent Government, ratification of mining<br />

documents with the appropriate parliamentary<br />

body ( for example, the National Assembly in<br />

Guinea), procure to pay processes and security<br />

of tenure, particularly if an existing project<br />

has been delayed by civil war or lack of finance<br />

for example and is not producing the expected<br />

economic benefit for the host country.<br />

It is important that any individual project or<br />

transaction is tested against a range of possible<br />

outcomes and be evaluated in the context<br />

of that which will most enhance the overall<br />

portfolio value (versus standalone value). This<br />

is important to ensure there is a balance of<br />

investment across commodity or product groups.<br />

Understanding the capital formation process<br />

is critical to mitigating financing risks.<br />

Management need to understand the alternative<br />

sources of finance, especially as capital markets<br />

continue to disintermediate, and how to access<br />

those pools of capital at short notice. This<br />

requires a dialogue to be opened with potential<br />

capital providers well ahead of the need for<br />

capital, so a mutual trust and understanding of<br />

each other’s business is developed away from the<br />

pressures of a financing.”<br />

<strong>Willis</strong> | Mining Market Review <strong>2011</strong> | 87

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