Table Of Content

Corporate rISK MaNaGeMeNt DonalD H. CHew, editor Journal of Applied Corporate Finance CORPORATE RISK MANAGEMENT CORPORATE RISK MANAGEMENT Edited by Donald H. Chew Columbia University Press NEW YORK Columbia University Press Publishers Since 1893 New York Chichester, West Sussex Copyright © 2008 Morgan Stanley All rights reserved Library of Congress C ata loging- in- Publication Data Corporate risk management / edited by Donald H. Chew. p. cm. A collection of articles previously published in the Journal of applied corporate fi nance. Includes bibliographical references and index. ISBN 978-0-231-14362-2 (cloth : alk. paper)—ISBN 978-0-231-14363-9 (pbk. : alk. paper)—ISBN 978-0-231-51300-5 (ebook) 1. Risk management. 2. Corporations —Finance—Management. 3. Business enterprises —Finance—Management. I. Chew, Donald H. II. Title. HD61.C67 2008 658.15'5—dc22 2007035844 Columbia University Press books are printed on permanent and durable acid- free paper. This book is printed on paper with recycled content. Printed in the United States of America c 10 9 8 7 6 5 4 3 2 1 p 10 9 8 7 6 5 4 3 2 1 References to Internet Web sites (URLs) were accurate at the time of writing. Neither the author nor Columbia University Press is responsible for URLs that may have expired or changed since the manuscript was prepared. Contents Introduction / vii Part I: The Products / 1 1. Financial Innovation: Achievements and Prospects / 5 Merton H. Miller 2. The Evolution of Risk Management Products / 18 S. Waite Rawls III and Charles W. Smithson 3. The Revolution in Corporate Risk Management: A De cade of Innovations in Pro cess and Products / 32 Christopher L. Culp 4. A Se nior Manager’s Guide to Integrated Risk Management / 63 Lisa K. Meulbroek Part II: Corporate Uses of the Products / 87 5. Rethinking Risk Management / 93 René M. Stulz 6. An Analysis of Trading Profi ts: How Most Trading Rooms Really Make Money / 121 Albéric Braas and Charles N. Bralver 7. Theory of Risk Capital in Financial Firms / 131 Robert C. Merton and André F. Perold 8. Value At Risk: Uses and Abuses / 162 Christopher L. Culp, Merton H. Miller, and Andrea M. P. Neves vi contents 9. Allocating Shareholder Capital to Pension Plans / 184 Robert C. Merton 10. The Uses and Abuses of Finite Risk Reinsurance / 205 Christopher L. Culp and J. B. Heaton 11. Does Risk Management Add Value? A Survey of the Evidence / 235 Charles W. Smithson and Betty J. Simkins Part III: Practitioner Perspectives: Case Studies and Roundtables / 257 12. Identifying, Mea sur ing, and Hedging Currency Risk at Merck / 263 Judy C. Lewent and A. John Kearney 13. Corporate Insurance Strategy: The Case of British Petroleum / 279 Neil A. Doherty and Clifford W. Smith, Jr. 14. Hedging and Value in the U.S. Airline Industry / 299 David A. Carter, Daniel A. Rogers, and Betty J. Simkins 15. Enterprise Risk Management: Theory and Practice / 323 Brian W. Nocco and René M. Stulz 16. The Rise and Evolution of the Chief Risk Offi cer: Enterprise Risk Management at Hydro One / 348 Tom Aabo, John R. S. Fraser, and Betty J. Simkins 17. University of Georgia Roundtable on Enterprise- Wide Risk Management, Atlanta, Georgia, November 18, 2002 / 379 18. Morgan Stanley Roundtable on Enterprise Risk Management and Corporate Strategy, New York City, June 21, 2005 / 413 Index / 459 Introduction The theory of corporate risk management has changed a lot in the past 25 years. And so has corporate practice, mainly in ways predicted by the theory. In the 1980s and well into the 1990s, most large companies had a “risk manager” whose main job was to oversee the fi rm’s insurance purchases. At the same time, fi nancially savvy corporate treas ure rs, with little or no input from risk managers, began using newfangled securities called “derivatives” to hedge the fi rm’s interest rate and currency exposures. In many of these companies, especially those where the trea sury was encouraged to view itself as a profi t center, the treas ure rs followed a practice known as “selective hedging.” In practice, selective hedging meant leaving exposures unhedged (or, in some cases, maybe even enlarging them) when so directed by the trea sur er’s “view” of future prices. The main purpose of such hedging was to pad or smooth the corporate profi t and loss statement, with the idea that shareholders place a pre- mium on earnings stability, no matter how achieved. But in the last 10 years, the scope and mission of corporate risk management have expanded well beyond insurance and opportunistic hedging to in- clude all kinds of corporate operating and strategic risks. And, as oversight and control of these once compartmentalized activities has become more central- ized, the corporate risk manager has given way to the “chief risk offi cer,” a se- nior management function increasingly overseen by the board of directors. In many companies the mission of corporate risk management, once concerned mainly with smoothing out bumps in the earnings trajectory, has become protection of the fi rm’s “franchise v alue”—that is, protection of all the fi rm’s major sources of future earnings power. As Bob Anderson, executive d irector of the Committee of Chief Risk Offi cers, notes in the roundtable discussion that ends this book, corporate risk management is no longer “just a series of isolated transactions; it’s a strategic activity . . . [that] encompasses everything from viii introduction operating changes to fi nancial hedging to the buying and selling of plants or new b usinesses—anything that affects the level and variability of cash fl ows go- ing forward. When viewed in this light, risk management is clearly a se nior management responsibility, one that requires input from and coordination of the company at all operating levels.” Chief among the factors driving this transformation of corporate risk management are increases in the scale and variety of uncertainties facing to- day’s companies, everything from fl uctuating commodity prices to threats of re- regulation and terrorist attacks. But, in addition to the increase in uncertainty and risk, another force for change in corporate practice has been devel- opments in fi nance theory that came along earlier. For dec ades after publication of the Modigliani–Miller Theorem (M&M) “irrelevance propositions” in the late 1950s and early 1960s, fi nance professors taught their students that neither a company’s capital structure nor its dividend policy should affect its value. Both w ere viewed as nothing more than different ways of “repackaging” the fi rm’s future earnings stream for investors (and it was this expected stream of operating earnings, together with the investments necessary to sustain it, that was seen as the main engine of value). Much the same was held to be true of corporate efforts to manage major risks. A company’s stockholders, just by holding diversifi ed portfolios, were said to “diversify away” any effects of currency, interest rate, or commodity price risks on the fi rm’s cost of capital and value. But starting in the late 1970s, fi nance scholars began to come up with ex- planations for how risk management—and changes in the right- hand side of the balance sheet in g eneral—can increase corporate values. Although the tax benefi ts of substituting debt for equity, and stock repurchases for dividend payments, w ere well understood by corporate practitioners as well as theorists, the smoothing effect of corporate hedging on taxable earnings was shown to offer another means of lowering the fi rm’s expected tax liability. But, as aca- demics like Cliff Smith, David Mayers, and René Stulz argued in papers in the early 1980s, a potentially more important source of value is the use of risk management to help ensure a company’s ability and willingness to fund its investment opportunities and carry out its strategic plan. In theory, value- maximizing managers are supposed to undertake all projects expected to earn more than the cost of capital. But in practice, a sharp downturn in earnings or cash fl ow, and the high cost of arranging new funding in such circumstances, could cause managers to cut back on promising investments. By limiting the probability of such a downturn, a risk management strategy can “protect” management from making short- sighted cutbacks in investment to avoid fi nancial distress or meet a near- term earnings target. Besides encouraging managers to carry out a company’s strategic investments, risk management can also play a role in persuading outsiders to provide introduction ix fi nancing for such investments on advantageous terms. What’s more, as Cliff Smith argues (in another roundtable in this book), “it’s not only the fi rm’s bondholders and creditors who appreciate risk management; reducing the probability of fi nancial trouble also helps reassure the fi rm’s other corporate ‘stakeholders’—groups such as employees, suppliers, and regulators, who are generally willing to provide the fi rm with better terms (or more slack) when the possibility of Chapter 11 seems remote.” And there’s another important stakeholder group—namely, management i tself—that is likely to benefi t signifi cantly from enterprise risk management (ERM). In theory at least, the more predictable corporate earnings and cash fl ow stream that results from ERM should make managers more confi dent about their own future employment income; and with the reduction of uncertainty, they should be willing to work for less. What’s more, good managers should be encouraged by the fact that their perf orm ance bonuses can now be tied to mea sures that, because they are now insulated from random fl uctua- tions in commodity or currency prices, do a better job of refl ecting managerial skill and effort. But, as Smith also suggests, the resulting reduction of uncertainty may be a mixed blessing for less competent managers: In the good old days before derivatives, whenever things turned out badly, the people in the hot seat could blame poor per for mance on things that w eren’t their fault. They could say that a jump in interest rates reduced the profi tability of their book of loans, or that a plunge in oil prices was responsible for their drop in revenue. But thanks to the development of derivatives, we now have a set of markets that al- low us to isolate those things that are outside the executive’s control and take them off the table. As a result, we’re left with a clearer picture of the true operating perf orm ance of a part icu l ar enterprise. So, in one sense, it makes the manager more comfortable by not being held responsible for events that he or she c an’t control. But from the corporate board’s perspective, if things turn out badly, there are fewer places for managers to hide. To sum up, then, e nterprise-w ide or strategic risk management has signifi - cant potential to add value by strengthening managers’ incentives to invest for the long term and by reducing uncertainty for key corporate stakeholders, in- cluding creditors, managers, and employees. But having determined when and why to manage risks, companies then face the question of which risks to shed and which to keep? The answer provided in these pages is fairly simple—one that draws on a very old principle of economics. At least since Adam Smith’s demonstration of the gains from “division of labour” in the fi rst chapter of The Wealth of