Risk Management
Risk management is the systematic process to positively identify, assess, treat and manage risks - which either threaten the Group's resources or provide beneficial opportunities - in order to enable the Group's business objectives to be achieved.
Risks are owned and managed by the Business Units and Corporate functions where the risk resides. A common Risk Management System and reporting procedures have been implemented to allow overall Group risk to be identified and managed.
The operation of the Risk Management System enables the Group to understand and communicate the risks, which the Group faces and accepts, in order to ensure that these are positively managed at every level.
3.1 Board
The Board has overall accountability for the Group's Risk Management Policy and for ensuring that the Risk Management System is effective and complies with the Turnbull Committee Guidance in the Combined Code.
The Board reviews an annual report of the Key Risks facing the Group and the actions put in place to mitigate those risks together with an assessment of the effectiveness of the system of risk management, and reports on these matters in the Annual Report to shareholders.
3.2 Risk Committee
The Board has delegated to the Chief Executive responsibility for the implementation of the Group's Risk Management Policy and for submitting the annual Risk Report to the Board.
The Risk Committee is comprised of the executive directors and the executive officers of the Group and is chaired by the Chief Executive.
The Risk Committee reviews the Group Risk Register to assess:
3.3 Business Units and Corporate functions
By implementing the Risk Management Policy, the Business Units and Corporate functions are responsible for:
Risk Registers are compiled and submitted for review twice a year. Risk assessments are also submitted with acquisitions or divestment proposals and capital expenditure requests for over £2m.
Each Business Unit has appointed a Risk Management Champion to facilitate the Risk Management Policy within their business. A Group Head Office Risk Management Champion fulfils this role for Corporate functions.
3.4 Corporate Risk Function
The Corporate Risk Function is responsible for:
Consolidation of Business Units and Corporate function Key Risks Facilitation of the creation of the Group Risk Register Regular reporting on overall progress in implementing the Risk Management System Significant risk issues and changes in risk
| April - June | CEO reviews individual Risk Registers Risk Registers submitted Risk Committee meeting |
| October - December | Risk Champions Meeting Risk Registers submitted for review |
| January | Risk Committee meeting |
| February | Board reviews annual Risk Report |
The Smith & Nephew Board is responsible for the maintenance of the Group's systems of internal control and risk management and for reviewing their effectiveness. An ongoing process is in place for identifying, evaluating and managing key risks through: the Risk Committee which reports to the Board annually; business reviews by the Board of each of the business units; and the review by the Audit Committee of internal controls over financial reporting and the risk management process. These systems are reviewed annually by the Board. Whilst not providing absolute assurance against material misstatements or loss, these systems are designed to identify and manage those risks that could adversely impact the achievement of the Group's objectives.
The principal risks are detailed in “Risk Factors” to be found on pages 22 to 26 of the Annual Report.
In 2007, the effectiveness of the business units systems to identify and manage material risk were evaluated and the findings reported to the Board. No material weaknesses were identified in these systems.
As the Group’s shares are quoted on the New York Stock Exchange in the form of American Depositary Shares, in 2007 in accordance with the requirement in the US under S404 of the Sarbanes-Oxley Act management assessed the effectiveness of the Group’s internal control over financial reporting. Based on its assessment management concluded the Group’s internal control over financial reporting was effective based on the criteria set out by the Committee of Sponsoring Organisations of the Treadway Commission in Internal Control – Integrated Frameworks.