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2007-2008 ANNUAL REPORT
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43
SIGA’s Governance Practices
Does SIGA Align?
MEETINGS OF INDEPENDENT
DIRECTORS
NP 58-201, section 3.3
3.3 The independent directors should hold
regularly scheduled meetings at which
non-independent directors and members
of management are not present.
The terms of reference for the Board and each committee
require that the Board and each committee meet regularly
without management present. In camera sessions are
a standing agenda item. All Directors participate in the
sessions, except where a Director has a conflict with an
item under discussion.
Yes
NI 58-101F1, sections 1(e)
1 (g) Disclose whether the independent
directors hold regularly scheduled
meetings at which members of
management are not present, disclose
the number of such meetings held in the
previous 12 months; if such meetings are
not held, disclose what the board does
to facilitate open and candid discussion
among independent directors.
There were 12 regular board meetings held in 2007,
and during each regular meeting, in camera sessions are
a standing agenda item. Board practices that facilitate
open and candid discussion allow for open and direct
communication on issues that it may not be appropriate
to discuss with representatives of management.
• Holding in camera sessions of no fixed duration where
Directors are encouraged to raise any issues of concern.
• Having an independent Director as Chair of the Board.
• Clearly delineating the division of responsibilities between
the Board and the President & CEO.
• Providing Board/Directors with access to external advice.
The Board is satisfied that its governance practices foster
full and open discussion and debate and that it retains the
independence of mind to make decisions in the best interest
of the Corporation and the shareholder.
Yes
NI 58-101F1, sections 1(g)
1 (g) Disclose the attendance record of
each director for the board meetings
held in the most recently completed
financial year.
The Board held a minimum of 18 meetings in 2007/08. The
number of each Board meeting attended by each Director is
set out below.
Meetings
Total
Directors
Attended
Meetings*
Ray Ahenakew, Chair
21
(22)
Edward Henderson, Vice Chair
18
(22)
Carole Bryant, Director
17
(18)
Gary Laplante, Director
20
(22)
Delores Burkart, Director
17
(18)
Robin Woodward
14
(18)
Isabel O’Soup
19
(22)
Reginald Bellerose
1
(1)
Brian Standingready
1
(1)
Felix Thomas
1
(1)
Robert Gerow
0
(1)
*For purposes of this report, members who attended
meetings in part were considered to be present. Figures
in brackets represent the maximum number for the
period in which the individual was a board member.
Yes