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Click here to download a pdf - Director Magazine

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INTERACTION WITH SHAREHOLDERSafter the interests of the many hundreds of millions of people around the worldwho are the beneficial owners of the shares in British companies.So what sort of risk/return disciplines will those millions of people want?Well, they will want <strong>to</strong> know that the company only invests w<strong>here</strong> it can beat itscost of capital; otherwise their money would be better <strong>to</strong> have cash returned <strong>to</strong>them. They would want an efficient capital structure. They would want <strong>to</strong> knowthat the company fully unders<strong>to</strong>od its strategic advantage and was exploiting it<strong>to</strong> the full. They would want the company <strong>to</strong> manage its relations withstakeholders well, not least because stakeholders and beneficial shareholdersoften end up being the same. And since they are diversified inves<strong>to</strong>rs they willnot wish <strong>to</strong> encourage behaviour that damages the economic system as a whole.Note that these are the necessary goals of a public company, which has manyowners. They may not be the goals of a private company. In the rest of thischapter, we will look primarily at risk as it relates <strong>to</strong> public companies; thosedirec<strong>to</strong>rs who manage on behalf of a small group of inves<strong>to</strong>rs should, of course,consult them as <strong>to</strong> whether these general observations hold true for them.MANAGING RISKShareholders will be interested in two types of risk management. The first is <strong>to</strong>know that controls are in place <strong>to</strong> ensure that those things that can be managed,are managed. The second is that the direc<strong>to</strong>rs understand the level of risk thatthey are taking; that that risk is in the shareholder interest and has been wellcommunicated. Let us look at each in turn.Type A – operational controlsA company should always take measures <strong>to</strong> ensure that its control systems areadequate: that it is not open <strong>to</strong> fraud or misappropriation; that it is acting withinthe letter and spirit of the law. Note that these are different from the risks that acompany chooses <strong>to</strong> take, what it might call its risk appetite. For example t<strong>here</strong>cent BP oil spill was not part of a ‘risk appetite’; it was a system failure thatsimply should not have happened. Direc<strong>to</strong>rs should always be satisfied that suchcontrols are in place, and shareholders will expect them <strong>to</strong> have sought suchassurance. Indeed, any material breach in such systems, <strong>to</strong>gether with the68

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