1. 1 COSO ERM Framework Update Our Next Challenge and Opportunity September 2015

2. 2 Topics for Today’s Presentation Project Background – Background – Governance – Approach Updates to Document Structure Next Steps

3. 3 COSO Announces Project to Update Enterprise Risk Management- Integrated Framework October 21, 2014 - The Committee of Sponsoring Organizations of the Treadway Commission (COSO) announced a project to review and update the 2004 Enterprise Risk Management–Integrated Framework (Framework). The Framework, originally published in 2004, is a widely accepted Framework used by management to enhance an organization’s ability to manage uncertainty and to consider how much risk to accept as it strives to increase stakeholder value. This initiative is intended to enhance the Framework’s content and relevance in an increasingly complex business environment so that organizations worldwide can attain better value from their enterprise risk management programs. The initiative also will develop tools to assist management in reporting risk information and in reviewing and assessing the application of enterprise risk management.

4. 4 Why Update the Framework Now? ERM concepts and practices have evolved Incorporate lessons learned from recent crises The bar is rising with respect to enterprise risk management Business and operating environments are more complex, technologically driven, and global in scale Stakeholders are more engaged and seeking greater transparency and accountability Risk discussions increasingly prominent at the board level

5. 5 We are updating this…

6. 6 …Not This

7. 7 Foundational concepts of ERM Every entity exists to provide value for its stakeholders All entities face uncertainty Uncertainty presents both risk and opportunity The challenge for management is to determine how much uncertainty to accept as it strives to grow stakeholder value ERM enables management to effectively manage uncertainty and associated risk and opportunity

8. 8 Topics included in the COSO ERM Framework… Aligning Risk Appetite and Strategy Enhancing Risk Response Decisions Reducing Operational Surprises and Losses Identifying and Managing Multiple and Cross-enterprise Risks Seizing Opportunities Improving Deployment of Capital

9. 9 In Case You Had Forgotten… ERM is defined as…. A process affected by an entity’s board of directors, management and other personnel, applied in a strategic 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

10. 10 Project Governance COSO Board PwC Project Team Advisory CouncilObservers Advisory Council and Observers: Consists of over 25 professionals Provides input, expertise, feedback, insight, and ideas throughout the update. Obtains and synthesizes feedback from their respective constituency, organization, industry

11. 11 The Advisory Council is comprised of: Chief Risk Officers Chief Audit Executives Company Executives Board Members Public Sector Representatives Risk Management, ERM University Professors Professional Services’ Risk Practice Partners

12. 12 Observers from the following organizations are represented FDIC – Federal Deposit Insurance Corporation OIG – Office of Inspector General IMA – Institute of Management Accounts IFAC – International Federation of Accountant RIMS – Risk Management Society ISACA – Information Systems, Audit and Control Association China Ministry of Finance (Special )

13. 13 Updating the Framework is undertaken using the following five phase approach 1. Assess2. Envision 3. Design and Build 4. Public Exposure Process 5. Finalize

14. 14 Key questions helping to inform the update of the Framework 1.What is your ideal view of ERM? 2.What are three strengths of the 2004 Framework? 3.What are three significant areas for update and revision? 4.What should the Framework do to stay relevant for the next 10 years? 5.What would improve user acceptance?

15. 15 What we have heard so far… Baked in, imbedded, not a bolt-on Accelerates growth and success Improves decision making and performance Discipline, not a process Ability to take on more risk Continuous, identifiable, structured 1.What is your ideal view of ERM?

16. 16 2. What are Three Strengths of the 2004 Framework? Framework user have told us… Linking Risk to Strategy setting Linkage to objectives Discussion of risk responses Linkage to internal control Evaluation/Attestation criteria concept Discussion of Board governance and oversight Due process

17. 17 3. What are Three Significant Areas for Update and Revision? Risk Practitioners have indicated that: Update principles and points of focus Revise definitions of Risk, ERM and other key terms Improve its usefulness Consider introducing maturity models Review format, structure, length, complexity Emphasis the opportunity side of risk

18. 18 4. What Should the Framework Do to Stay Relevant for the Next 10 years? Project Team research and surveys highlighted the following: Include maturity models Highlight sustainability Focus on governance Review Principles Stay a Framework Add update materials, papers

19. 19 5.What Would Improve User Acceptance? Discussions in Round Tables, Advisory Councils and Survey Feedback suggested: Increased CEO and Board engagement and buy-in Inclusion of case studies and examples of success Clearer value proposition Greater and more effective promotion Alignment to relevant regulatory requirements

20. 20 Bridging Between COSO ERM and Internal Control Frameworks Articulate the relationship between the 2013 Internal Controls and ERM Frameworks Identify impacts to the structure/update of the ERM Framework

21. 21 Updates to the Document Structure We anticipate that the updated Framework will apply principles and points of focus – The 2004 Framework contained over 100 key principles in an appendix. The updated Framework will significantly reduce this number The Project Team will also be reviewing aspects of the update including: – Components – Categories of objectives – The business model

22. 22 Finally…. How would you like to meet more of your objectives more of the time?

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