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RiskManagementPolicyRev4 0
Contents
INTRODUCTION .................................................................................................................................................. 2
DEFINITIONS....................................................................................................................................................... 3
1.0 POLICY STATEMENT ............................................................................................................................... 5
1.1 OBJECTIVES OF THE POLICY ......................................................................................................................... 5
1.2 SCOPE & EXTENT OF APPLICATION .............................................................................................................. 6
2.0 THE RISK MANAGEMENT FRAMEWORK ...................................................................................................... 7
2.1 The Risk Management Approach at GAIL (India) Limited ............................................................................ 7
3.0 RISK MANAGEMENT PROCESS ..................................................................................................................... 9
3.1 Establishing the Context ............................................................................................................................ 10
3.2 Risk Assessment ......................................................................................................................................... 11
3.3. Risk Treatment .......................................................................................................................................... 11
3.4. Monitoring and review ............................................................................................................................. 12
3.5 Communication and consultation .............................................................................................................. 13
4.0 RISK REPORTING......................................................................................................................................... 14
5.0 RISK MANAGEMENT ORGANIZATION STRUCTURE .................................................................................... 16
5.1 Roles and Responsibilities ................................................................................................................ 17
5.2 Risk Management Activity Calendar ................................................................................................ 21
APPENDIX ......................................................................................................................................................... 20
APPENDIX I ....................................................................................................................................................... 23
RISK RATING CRITERIA ..................................................................................................................................... 23
APPENDIX II ...................................................................................................................................................... 26
REPORTING FORMATS AND TEMPLATES ......................................................................................................... 26
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INTRODUCTION
Organizations of all types and sizes face internal and external factors and influences that make it
uncertain whether and when they will achieve their business objectives. The effect this uncertainty has
on an organization's objectives is “RISK”. In recent times all sectors of the economy have shifted focus
towards the management of risk as the key to making organizations successful in delivering their
objectives while protecting the interests of their stakeholders. Risk may be defined as events or
conditions that may occur, and whose occurrence, if it does take place, has a harmful or negative impact
on the achievement of the organization’s business objectives. The exposure to the consequences of
uncertainty constitutes a risk.
Organizations that are most effective and efficient in managing risks to both existing assets and to future
growth will, in the long run, outperform those that are less so. Simply put, companies make money by
taking intelligent risks and lose money by failing to manage risk intelligently.
Risk management is a holistic, integrated, structured and disciplined approach to managing risks with
the objective of maximizing shareholder’s value. It aligns strategy, processes, people & culture,
technology and governance with the purpose of evaluating and managing the uncertainties faced by the
organization while creating value.
With the vision to integrate risk management with the overall strategic and operational practices, an
Enterprise Risk Management Framework has been established by GAIL (India) Limited, as a
comprehensive set of components that provide the foundations and organizational arrangements for
designing, implementing, monitoring, reviewing and continually improving risk management throughout
the organization.
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DEFINITIONS
Risk
Risks are events or conditions that may occur, and whose occurrence, if it does take place, has a harmful
or negative impact on the achievement of the organization’s business objectives. The exposure to the
consequences of uncertainty constitutes a risk.
Risk Management
Risk management Process can be defined as the identification, assessment, and prioritization of risks
followed by coordinated and economical application of resources to minimize, monitor, and control the
probability and/or impact of unfortunate events or to maximize the realization of opportunities.
Risk Register
A prioritized risk register highlighting the key risks for the unit where the Total Risk Score is greater than
or equal to 12 and/or the Impact is rated as Very High (5)
Risk Database
The risks have been classified based on the Business Units and Functions. Repository of all risks facing
GAIL India Ltd. categorized as High, Medium or Low based on the impact and likelihood ratings.
Trigger Events
Impact
The degree of consequences to the organization should the event occur. [Refer to impact scale criteria
definitions – Appendix I]
Likelihood
The likelihood of the event occurring expressed as an indicative annual frequency. [Refer to likelihood
scale criteria definitions – Appendix I]
Consequence
Potential resulting events that could be affected by the key group risk.
Risk Source
Element which alone or in combination has the intrinsic potential to give rise to risk.
Risk Rating
The relative rating determined from the risk score derived from qualitative analysis of impact and
likelihood. Categorized as High, Medium or Low. [Refer to Risk Rating definitions – Appendix I]
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Risk Management Committee (RMC)
Risk Management Committee is Board nominated committee consisting of All Functional Director, Head
of Treasury and Chief Risk Officer (CRO). Currently the RMC is headed by Director (Marketing).
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1.0 PURPOSE OF THE POLICY
The policy forms part of GAIL’s Internal control & Governance arrangements.
The policy explains GAIL’s approach to risk management, documents the roles & responsibilities of
the Board/ Audit Committee/ Corporate Level Risk Steering Committee/ Chief Risk Officer/ Risk
owners etc.
It also outlines the key aspects of the risk management process & identifies the reporting
procedures.
This policy shall operate in conjunction with other business and operating / administrative practices.
Every employee of the company is recognized as having role in risk management for identification of
risk to treatment and shall be invited & encouraged to participate in the process.
There will be a Corporate Level Risk Steering Committee to determine Key Risks, communicate Policy,
objectives, procedures & guidelines and to direct & monitor implementation, practice & performance
throughout the Company.
The Audit Committee & the Board will review the policy & procedures periodically.
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4. To ensure that all the current and expected risk exposures of the organization are identified,
qualitatively and quantitatively evaluated, analyzed and appropriately managed
5. To enable compliance with the relevant legal and regulatory requirements and international
norms
6. To assure demonstrable achievement of objectives and improvement of financial stability of the
organization
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2.0 THE RISK MANAGEMENT FRAMEWORK
Risk management will protect and add value to the organization and its stakeholders through supporting
the organization’s objectives by improving decision making, planning and prioritization by
comprehensive and structured understanding of business activity, volatility and project
opportunity/threat.
It will provide a framework that enables future activity to take place in a consistent and controlled
manner. The framework will help in creating an environment in which risk management is consistently
practiced across the Company and where Management can take informed decisions to reduce the
possibility of surprises.
The components of risk management are defined by the company’s business model and strategies,
organizational structure, culture, risk category and dedicated resources. An effective risk management
framework requires consistent processes for assessment, mitigation, monitoring and communication of
risk issues across the organization. Essential to this process is its alignment with corporate direction and
objectives, specifically strategic planning and annual business planning processes. Risk management is a
continuous and evolving process, which integrates with the culture of the Company.
Risk management Process can be defined as the identification, assessment, and prioritization of risks
followed by coordinated and economical application of resources to minimize, monitor, and control the
probability and/or impact of unfortunate events or to maximize the realization of opportunities.
Risk Management Organization Structure: The risk management process has to be supported by a risk
management structure which primarily comprises of:
GAIL (India) Limited has adopted a comprehensive Enterprise Risk Management approach to identify and
manage risks at the overall entity level. The risk methodology adopted has the following two facets to it:
A “Top-Down” system, whose objectives are to distill insights and provide clarity on the KEY RISKS or the
big best shaping company performance, support risk-informed decisions at the Executive Committee
levels, ensure a risk dialogue among the management team and enable proper risk oversight by the
Board.
A “Bottom-Up” system whose objectives are to ensure a comprehensive risk identification and
prioritization of important risks, define and follow risk policies and processes that control daily decision
making throughout the company and ensure a robust risk culture company-wide.
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Top-down ERM
Under this approach, the process / operations level risks have been identified. Risk registers and
databases have been created for identified risks along with mitigation plans. From the process level risk
registers, entity level top risks have been identified to articulate key strategic and business risks
applicable to the Company.
Risk Database: Repository of all risks facing GAIL India Ltd. categorized as High, Medium or Low based on
the impact and likelihood ratings. The risks have been classified based on discussions with Business Unit
heads and Functional Directors.
Risk Register: Prioritized list of risks that are either high on a multiply product of probability and impact
or high on impact (low on probability). Refer to Appendix I for the risk rating matrix.
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3.0 RISK MANAGEMENT PROCESS
Effective risk management process requires continuous & consistent assessment, mitigation, monitoring
and reporting of risk issues across the full breadth of the enterprise. Essential to this process is a well-
defined methodology for determining corporate direction and objectives. The risk management
framework adopted by GAIL is mapped as per the ISO Standard 31000: Risk Management - Principles and
guidelines and is in-line with recommendations of The Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”). Hence, an enterprise wide and comprehensive view will be taken of
risk management to address risks inherent to strategy, operations, finance and compliance and their
resulting organizational impact.
The risk management process adopted by GAIL (India) Ltd. has been tailored to the business processes of
the organization. Broadly categorizing, the process consists of the following stages/steps:
[Refer figure 1 below for detailed flow of the risk management process]
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3.1 Establishing the Context
Articulate the objectives and define the external and internal parameters to be taken into account when
managing risk, and sets the scope and risk criteria for the remaining process.
Understanding the external context is important in order to ensure that the objectives and concerns of
external stakeholders are considered when developing risk criteria. It is based on the organization-wide
context, but with specific details of legal and regulatory requirements, stakeholder perceptions and
other aspects of risks specific to the scope of the risk management process.
The social and cultural, political, legal, regulatory, financial, technological, economic, natural
and competitive environment, whether international, national, regional or local;
Key drivers and trends having impact on the objectives of the organization; and
Relationships with, perceptions and values of external stakeholders
The risk management process should be aligned with the organization's culture, processes, structure and
strategy. Internal context is anything within the organization that can influence the way risks will be
managed
It is necessary to understand the internal context. This can include, but is not limited to:
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3.2 Risk Assessment
Risk assessment is the overall process of risk identification, risk analysis and risk evaluation.
Risks are about events that, when triggered, cause problems. Hence, risk identification can start with
the source of problems, or with the problem itself. This stage involves identification of sources of
risk, areas of impacts, events (including changes in circumstances) and their causes and their
potential consequences. The aim of this step is to generate a comprehensive list of risks based on
those events that might create, enhance, prevent, degrade, accelerate or delay the achievement of
objectives. It is important to identify the risks associated with not pursuing an opportunity.
Comprehensive identification is critical, because a risk that is not identified at this stage will not be
included in further analysis.
Factors that affect consequences and likelihood should be identified. Risk is analyzed by determining
consequences and their likelihood, and other attributes of the risk. An event can have multiple
consequences and can affect multiple objectives. Existing controls and their effectiveness and
efficiency should also be taken into account.
The purpose of risk evaluation is to assist in making decisions, based on the outcomes of risk
analysis, about which risks need treatment and the priority for treatment implementation. Risk
evaluation involves comparing the level of risk found during the analysis process with risk criteria
established when the context was considered. Based on this comparison, the need for treatment can
be considered.
Decisions should take account of the wider context of the risk and include consideration of the
tolerance of the risks borne by parties, other than the organization, that benefit from the risk.
Decisions should be made in accordance with legal, regulatory and other requirements.
[Refer Appendix I for details of the risk criteria definitions required for analyzing risk impact and
likelihood]
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If not tolerable, generating a new risk treatment; and
Assessing the effectiveness of that treatment.
Based on the Risk level, the company should formulate its Risk Management Strategy. The strategy will
broadly entail choosing among the various options for risk mitigation for each identified risk. Risk
treatment options are not necessarily mutually exclusive or appropriate in all circumstances. Following
framework shall be used for risk treatment:
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Measure risk management performance against the key risk indicators, which are periodically
reviewed for appropriateness
Periodically measure progress against, and deviation from, the risk management plan
Periodically review whether the risk management framework, policy and plan are still
appropriate, given the organizations' external and internal context
Report on risk, progress with the risk management plan and how well the risk management
policy is being followed
Periodically review the effectiveness of the risk management framework.
Structured scientific and analytical tools may be used for this purpose.
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4.0 RISK REPORTING
Reporting is an integral part of any process and critical from a monitoring perspective. Results of risk
assessment need to be reported to all relevant stake holders for review, inputs and monitoring.
A. The Risk Unit Owners would be required to prepare unit level risk evaluation reports on a quarterly
and annual basis and submit the same on Risk Portal.
The Risk Unit Owners and the Site Level Risk Steering Committee shall review the Risk Registers and
identify any emerging/new risk and the existing control to mitigate that risk. They must ensure
robustness of design and operating effectiveness of existing mitigating controls. If required, re–rate
(existing risks)/rate (emerging risks) and prepare, implement action plan for risk treatment in
situations where the existing controls are inadequate.
Risk rate movements, if any, along with reasons for changes in the impact and/or likelihood
ratings
New key risks identified, if any, along with risk criteria ratings and mitigation plans
Status of the implementation of mitigation plans and reasons for any delays or non-
implementations
The Risk Unit owner will be responsible for preparing and consolidating the report and the same
shall be reviewed by the Site Level Risk Steering Committee. Approval sign-off by the Site Officer
In-Charge (OIC) shall be taken and the report will be shared with the Office of CRO by 10th day
following the quarter end.
Post the review and re-rating of the risks in Risk Register, if the Risk Score (factor of impact and
likelihood) becomes less than 12 and/or the Impact is rated below 5 (Very High) for a risk existing in
Risk Register, the same risk shall move to Risk Database.
The Risk Unit Owners shall review the respective Risk Database annually and evaluate if any changes
are requisite to the impact and likelihood assigned to the risks and, re-rate the risks if applicable as
per the guidelines and ensure effectiveness of design and operating effectiveness of existing
mitigating controls.
Risk rate movements, if any, along with reasons for changes in the impact and/or likelihood
ratings
New key risks identified, if any, along with risk criteria ratings and mitigation plans
Status of the implementation of mitigation plans and reasons for any delays or non-
implementations
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The Risk Unit owner will be responsible for preparing and consolidating the report and the same
shall be reviewed by the Site Level Risk Steering Committee. Approval sign-off by the Site Officer
In-Charge (OIC) shall be taken and the report will be shared with the Office of CRO by 45th day
following the financial year end.
Post review and re-rating of risk in Risk Database, if the factor of impact and likelihood becomes
greater than or equal to 12 and/or the Impact is rated as Very High (5), the same risk shall move to
Risk Register.
B. The Office of CRO [Refer Section 5.1 for detailed roles and responsibilities] would be required to
prepare on a quarterly basis a report for the Corporate Level Risk Steering Committee detailing the
following:
List of applicable risks for the business, highlighting the new risks identified, if any and the
action taken w.r.t the existing and new risks;
Prioritized list of risks highlighting the Key strategic and operational risks facing GAIL
Root causes and mitigation plans for the Key Risk
Status of effectiveness of implementation of mitigation plans for the Key Risks identified till
date
C. The Corporate Level Risk Steering Committee would be required to submit report to the Audit
Committee on a quarterly basis the following:
An overview of the risk management process in place;
Key observations on the status of risk management activities in the quarter, including any
new risks identified and action taken w.r.t these risks;
Status of effectiveness of implementation of the mitigation plan for key risks
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5.0RISK MANAGEMENT ORGANIZATION STRUCTURE
Board of
Directors
Audit
Committee
Director (BD)
* As per the existing system, CRO will an officer of the rank of ED / GM along with 4 numbers of
cross functional team members will form part of CRO office. Adequate training & exposure will
be imparted to the CRO & his team.
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Flow Chart for reporting, monitoring and reviewing:
The Board, through the Audit Committee shall oversee the establishment and implementation of an
adequate system of risk management across the company. Board shall comprehensively review the
effectiveness of the company’s risk management system on an annual basis.
The Audit Committee would review on Bi-Annually, the risk assessment & minimization procedures
across the Company after review of the same by the Corporate Level Risk Steering Committee. The
Audit Committee will assist the Board in independently assessing compliance with risk management
practices. It will also act as a forum to discuss and manage key risks.
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5.1.3 Risk Management Committee (RMC)
Concerned Functional Director shall review the exception reports along with effectiveness of the
mitigation plans sent by the Site Level Risk Steering Committee on Bi-Annual basis. They may advise
for inclusion of new risks and modify the mitigation plans.
Functional Directors shall also review the exception reports along with effectiveness of the
mitigation plans sent by the Corporate Level Risk Steering Committee on quarterly basis. They may
advise for inclusion of new risks and modify the mitigation plans. Effectiveness of the risk
management policy & framework shall be reviewed.
The Corporate Level Risk Steering Committee shall consists of key functional heads of ED/GM level at
Corporate Office and one of the functional Director as chairman of the committee. CRO will be the
coordinator.
The Committee seeks to identify the key business risks which would prevent the Company from
achieving its objectives and ensures that appropriate controls are in place to manage these risks.
The Chief Risk Officer (CRO) plays a pivotal role in the oversight and execution of a company’s risk
management function. Working closely with the Director (BD), CMD, Audit committee and the
Board, the CRO is responsible for developing and implementing risk assessment policies, monitoring
strategies, and implementing risk management capabilities. The CRO's ultimate objective is to help
the Board and executive management to determine the risk-reward tradeoffs in the business and
bring unfettered transparency into the risk profile of the business. The CRO will be supported by a
team of risk analysts, will be known as the Office of CRO or the Risk Office. The CRO office works
closely with the business units to identify risks and then evaluate and negotiate risk response plans
based on cost-benefit analysis.
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As the ERM champion, the CRO facilitates the execution of risk management processes and
infrastructure as a key enabler to achieving the business objectives of the organization. Following
are the key responsibilities of the CRO and CRO Office:
The CRO will be an officer at a level of Executive Director or GM and shall be reporting to the
Director (BD). Adequate training & exposure will be imparted to the CRO & his team.
The Committee will set the risk management procedures and coordinate with risk unit owners in
reporting key risks to the Corporate Level Risk Steering Committee by following the standard
operating procedure. Key responsibilities of the Committee include:
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OIC/ HOD at Corporate office will be the chairman of the site level risk steering
committee.
Risk unit owners in consultation with OIC at a plant/unit will assess the risk by determining its
probability of occurrence and its impact with an objective of reporting key risks to the Site Level Risk
Steering Committee.
Providing management with information about the organization's controls and determining
which controls should be in place to adequately lower the overall risk profile of various
critical processes
Risk unit officer assists Risk Unit Owner in carrying out the secretarial work. Risk unit officer is
designated by the Risk Unit Owner.
Key responsibilities of Internal Audit Group related to risk management shall include:
Implement a risk-based approach to planning and executing the internal audit process.
Internal audit resources to be directed at those areas which are key and/or significant as
brought out periodically through the risk management process.
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5.2 Risk Management Activity Calendar
Activity Timelines
Risk Register Review report to be submitted by Quarterly
risk unit owners to the CRO By 10th day following the quarter end
Risk Database review report to be submitted by Annual
risk unit owners By 45th day following the financial year end
Corporate Level Risk Steering Committee Quarterly
meeting to review the Corporate key risks/
reports from site/ units
Review by Risk Management Committee Bi-Annually
Audit Committee meeting Bi-Annually
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APPENDIX
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APPENDIX I
• Impact of the risk on the stated objectives and goals: The degree of consequences to the organization
should the event occur
• Likelihood of occurrence of the risk: The likelihood of the event occurring expressed as an indicative
annual frequency
IMPACT CRITERIA DEFINITIONS
Consequence Descriptions
Profit
Social or Community,
Reduction/ Health and Natural
Impact Cultural Government, Legal
Loss in % Safety Environment
Heritage Reputation, Media
per year
Minor, medium-
Minor effects on
No medical term social Minor, adverse local
1 - biological or
treatment impacts on local public and media Minor legal issues
Negligible physical
required population; attention
environment
mostly repairable
Objective but Moderate, short- Ongoing social
Attention from
reversible term effects but issues; permanent Noncompliance and
media; heightened
2 - Minor <1% disability not affecting damage to items breaches of
concern by local
requiring ecosystem of cultural regulation
community
hospitalization functions significance
Serious breach of
Moderate
regulation with
irreversible Serious medium-
investigation or
3 - disability or term Criticism by national
1%-5% report to authority
Moderate impairment to environmental government
with prosecution or
one or more effects
moderate fine
persons
Ongoing serious possible
Single fatality or social issues; Significant adverse
severe, significant damage national media or Major breach of
4 – Major 5 % - 15 % irreversible to structures or public or national regulation; major
Very serious,
disability to one items of cultural government litigation
long-term
or more persons significance attention
environmental
Multiple
impairment of Significant
fatalities or Serious public or
ecosystem prosecution and
significant, media outcry;
5 - Severe > 15 % or # functions fines; very serious
irreversible international
litigation including
effects to >50 coverage
class actions
persons
# if the profit reduction/ loss is more than Rs. 100 Crore per year, impact will be considered as
severe (i.e scale 5)
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LIKELIHOOD CRITERIA DEFINITIONS
Probability Descriptions
Not likely, almost impossible to occur Similar instances have never occurred in
1 – Rare between two (from now) to five Less than 5% the past.
years.
2 – Not May occur once or twice between Though not routinely but there have been
5 to 9%
Likely two (from now) to five years. instances in the last 2 to 5 years.
Possible, may arise once or twice There have been one or two similar
3 – Likely 10 to 49%
within the next year. instances in the past year
4 – Highly High, may arise several times within Similar instances have occurred several
50 to 80%
Likely the next year. times in the past year
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LIKELIHOOD CRITERIA DEFINITIONS – SCORING MAP
Impact
2 – Not
Low Low Low Medium Medium
Likely
4 – Highly
Low Medium High High High
Likely
5 -
Low Medium High High High
Expected
RISK RATING
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APPENDIX II
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B. Annual Risk Database Review Report
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C. Risk Movement Report
To be filled up by the risk unit owner and submitted to the Office of CRO in case there are any changes
in the risk ratings
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D. Quarterly Key Risk Report
Presented to the Corporate Level Risk Steering Committee by the Chief Risk Officer
Comments:
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