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In this kind of boardroom, it was easy to forget that shareholders nominated directors to monitor the managers. However, the outrage at boards’ behavior (some of it unfair and misplaced) arising after the corporate governance scandals worldwide have led directors to sharpen their focus on their ﬁduciary duties to the shareholders. To support this change to increased accountability, many countries and international organizations have delivered new corporate governance codes outlining the speciﬁc responsibilities of directors.
29 See, for example, Andersen T. J. (2006). Global Derivatives: A Strategic Risk Management Perspective. FT Prentice-Hall, Pearson Education. 4 Risk governance vs. risk management managers and stockholders. As pointed out by Berle and Means (1932) this potential conﬂict is inherent in the separation of management from ownership in most publicly-traded ﬁrms. Managers tend to try to protect their jobs by insuring against risk rather than seeking value-enhancing risk-taking. They do this even if the suppliers of ﬁnancing gain nothing from the hedging activities.
Risk tolerance is the maximum variation from this level that the ﬁrm is willing to accept. The ﬁrst step in setting the risk appetite is the analysis of the ﬁrm’s business strategy. A risk appetite framework takes a risk-based view of the strategy and should answer questions such as: 38 See, Anderson R. (2011). Risk Appetite and Tolerance. The Institute of Risk Management (IRM). 39 See, The Society of Actuaries in Ireland. Constructing a Risk Appetite Framework: An Introduction.. March 2011. RISK, RISK MANAGEMENT, AND RISK GOVERNANCE 31 What risks ﬁt with the ﬁrm’s overall strategic plan?