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12/8/2016

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 212/8/2016

SBM Risk Management is involved at various level in the assurance process:

Each Tender above 100 M is supported by a Risk Analysis and a Probabilistic analysis

(@Risk) to estimate Contingencies.

Monthly Risk Review for each Project

Quarterly Risk Review for each Unit/Vessel

Quarterly Risk Review for each Product Line, Regional Center and Group Function

Quarterly Risk Management Report to the SB, MB and ExCom

Risk Management in SBM

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 312/8/2016

And in decision-making process:

A well defined and communicated

Risk Appetite Statement

Country & Client Risk Analysis

Product Risk Analysis

Risk Management in SBM

But… how about other Assurance disciplines?

Are we working in silos?

Are we double-dipping?

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 412/8/2016

Integrated Risk AssuranceThe way forward…

Internal Audit

SustainabilityRegulatory Compliance

Process Safety

Enterprise Risk Management encompasses:

Aligning Strategy and Risk Appetite

Enhancing risk response decisions

Reducing operational surprises and losses

Identifying and managing multiple and cross-enterprise risks

Seizing opportunities

Improving deployment of capital(COSO – Enterprise Risk Management, September, 2004)

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 512/8/2016

3 Lines of Defence and the RAC

Risk

Incident

1st LoD

Operational Management

2nd LoD

Risk ManagementEthics & Compliance

Asset IntegrityTechnical AssuranceQuality Assurance

HSSEIT Security

Internal Control

3rd LoD

Internal Audit External LoD

Classification SocietiesFinancial Auditors

RAC(Risk Assurance Committee)

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 612/8/2016

Risk Assurance Committee (RAC)Towards Integrated assurance and control

Auditcommittee

Technical and Commercial committee

Appointment and Remuneration committee

CEO CGCO

Supervisory Board

Inte

rna

l

co

ntr

ol

Aligned mandate and scope

Integrated risk & control activities and reporting

Common methods, vocabulary and practices

Common and shared information and technology

SBM-FPSO SBM-Houston SBM OperationsSBM-

Kuala Lumpur

CFO

SBM-Europe SBM-Rio

1st line of defense

2nd line of defense

3rd line of defense

Inte

rnal A

ssu

ran

ce

CS

R

Management Board

Stakeholders expectations and regulatory requirements

Risk & Compliance

HSS

E

RAC

Disciplines

Internal

COO

Group Execution Functions

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 712/8/2016

The New FrameworkEnterprise Risk Management in SBM

TREATMENTS/CONTROLS

- Processes (GEMS)

- Codes & Standards

- Competencies

- Behaviours

COORDINATED AUDITS

LESSONS LEARNT

- New risks to be added to the RAM

- Inadequate treatment / control measures

- Not properly applied treatments / controls measures

INHERENT RISKS

Risk Assurance Map

INCIDENT MANAGEMENT

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 812/8/2016

Risk Assurance Map

It’s a living document:• Which are the potential risks?• Which are the treatment and control measures?• Which functions, within the Company, should provide

assurance?• Are there any gaps/duplication?• Are we overlapping in auditing and monitoring?• What do we learn from our audits?• What do we learn from our mistakes?

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 912/8/2016

Risk Assurance MapRisks and mitigation measures vs LoD

Extract from SBM Risk Assurance Map, Rev.17

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 1012/8/2016

The New Framework

TREATMENTS/CONTROLS

- Processes (GEMS)

- Codes & Standards

- Competencies

- Behaviours

COORDINATED AUDITS

LESSONS LEARNT

- New risks to be added to the RAM

- Inadequate treatment / control measures

- Not properly applied treatments / controls measures

INHERENT RISKS

Risk Assurance Map

INCIDENT MANAGEMENT

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 1112/8/2016

A new “Audit Protocol” has been released to govern how the different discipline

audits should be planned, executed and followed up on.

A common classification and rating for Audit Findings ensure the correct actions

prioritization.

The Protocol has been adopted by all assurance functions

Common Audit Protocol

Integrated Audit:

multidisciplinary audit to

increase value, minimize

business disruption and

maximize cost saving

Extract from SBM GEMS Document Management System

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 1212/8/2016

RAC:

• Corporate perspective and overall governance, reporting to MB

• Risk & Assurance mapping & review.

• High level coordination of audit plans and integration opportunities

GROUP EXECUTION FUNCTIONS:

• Operational governance & assurance

• Owner of Management System assurance processes and compliance with applicable

Standards

• Coordination - and integration where possible - between disciplines

DISCIPLINE (Operational Assurance):

• Discipline Assurance

• Clarification of minimum audit requirements (e.g. frequency) as per applicable standards

• Definition of additional, discipline-specific, risk-based audit requirements

• Definition and implementation of Management System audits for their respective scope

(e.g. ISO 14001/OHSAS 18001/etc).

Audit Governance and Planning3 levels

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 1312/8/2016

COORDINATED APPROACH (leading to Integration where applicable):

• Discipline Audit Plans evolving into a Coordinated Audit Plan

• Systematic/risk-based approach

• Identification and follow-up of opportunities to integrate specific audits

• Monitoring on behalf of RAC

INTEGRATED APPROACH to specific/complex risk areas:

• Identification of risk areas allowing or requiring integration amongst assurance

disciplines.

• 4 risk areas identified/selected for 2017:

1. Major Hazards/Incident (RAC/GEF/HSSE)

2. JVs (RAC/Compliance/IA)

3. Geopolitical and other strategic country risks (RAC/Risk/Strategy)

4. HR - workforce & talent management (RAC/IA/HR)

Audit Coordination & Integration

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 1412/8/2016

Coordinated Assurance PlanQ3 / Q4 2016

• 1st Draft of Coordinated Assurance Plan complete consolidating all planned audits / activities across all disciplines• Audits grouped as per Risk Breakdown Structure (Corporate Assurance Plan) and across WIN – EXECUTE – OPERATE (Product Assurance Plan)• Has increased transparency and facilitated the identification of duplicate efforts

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 1512/8/2016

The New Framework

TREATMENTS/CONTROLS

- Processes (GEMS)

- Codes & Standards

- Competencies

- Behaviours

COORDINATED AUDITS

LESSONS LEARNT

- New risks to be added to the RAM

- Inadequate treatment / control measures

- Not properly applied treatments / controls measures

INHERENT RISKS

Risk Assurance Map

INCIDENT MANAGEMENT

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 1612/8/2016

The Risk Assurance MapIncident Management and Lessons Learnt

Extract from SBM Risk Assurance Map, Rev.17

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 1712/8/2016

Review of specific parts

November 2016

December 2016

January 2017

February 2017

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 1812/8/2016

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 1912/8/2016

Back-up slides

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 2012/8/2016

Attendees asked themselves which were the main expectations before start of

the meeting:

- Implement comprehensive risk-based Assurance Plan jointly owned by

assurance functions

- Identify mechanisms and sources of assurance for coordination, synergy, info

sharing and action monitoring

- Align in roles and responsibilities for identification of Top Risks and ownership

of response measures

- Avoid duplication and overlapping

- Learning from mistakes

- Flexibility in accepting “other disciplines” carrying out audits (ref. integrated

audit)

What does Success look like?

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 2112/8/2016

- Increase the process maturity (e.g. GEMS) of the mechanism to

carry out integrated audits

- How IA can help with maturity approach?

- How to integrate audits with Lessons Learnt process?

- Consolidation of info available from Clients and Third Parties (e.g.

Insurance, Certification Bodies, etc)

- Consolidation of info from IPR

- Clear definition of findings and classification

- Competency and training on process and audit content

- Increase maturity on Integrated Audit execution (4 main areas

identified for 2017):1. Major Hazards/Incident (GEF/HSSE)

2. JVs (Corporate/Compliance/IA)

3. Geopolitical and other strategic Country risks (Corporate/Risk/Strategy)

4. HR - workforce & talent management (Corporate/IA/HR)

And also…

© SBM Offshore 2015. All rights reserved. www.sbmoffshore.com 2212/8/2016

The Risk Assurance Map

Extract from SBM Risk Assurance Map, Rev.17