Board sensemaking in a risk management context: reconciling the duality of risk as opportunity and threat

We investigate how boards make sense of their authority and accountability for risk management in an uncertain environment of conflicting identities and goals. Analysing 30 semi-structured interviews with executive and nonexecutive directors we find that boards struggle to reconcile the duality of ´risk as opportunity´ and ´risk as threat´. Many make sense of risk management through corporate governance codes and regulatory compliance, emphasising threat reduction. Some select a countervailing strategic perspective that gives primacy to value creation via risk taking. Our findings indicate that top-down institutional forces, combined with the bottom-up skills, experience and background mix of the board, influence how sense is made of risk management. We also find evidence of risk management professionals acting as sensegivers, using the concept of risk appetite as an organising device for sensemaking. This device helps boards to categorise risks as value creating opportunities and/or value destroying threats and adapt their discourse accordingly.