Page 46 - 2007_2008_Annual_Report

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SIGA’s Governance Practices
Does SIGA Align?
NP 58-201, section 3.4
3.4 The board should adopt a written
mandate which explicitly acknowledges
responsibility for the stewardship of the
corporation and responsibility for;
(a) to the extent possible, satisfying itself as
to the integrity of the CEO and executive
and that they have created a culture of
integrity throughout the organization;
(b) adopting a strategic planning process
and approving at least annually a
strategic plan which takes into account,
among other things, the opportunities
and risks of the business;
(c) identification of the principal risks of the
corporation’s business and ensuring the
implementation of appropriate systems
to manage these risks;
(d) succession planning, including
appointing, training and monitoring
senior management;
(e) adopting a communications policy for
the corporation;
(f) the integrity of the corporation’s internal
control and management information
systems; and
(g) developing the corporation’s approach
to corporate governance, including a set
of principles and guidelines specific to
the corporation.
The written mandate should also address
measures for receiving feedback from
stakeholders (for example, a process for
stakeholders to contact independent directors);
and the expectations and responsibilities of
directors; including basic duties to attend
meetings and review materials in advance.
The Board has adopted a comprehensive written mandate
Board Policy No. B03-001 Board Mandate that complies
with the elements required in this policy. Specific policies
B03-008 Board Member Responsibilities and B03-012 Board
Chair Terms of Reference outline the primary duties and
responsibilities of the Board, including the responsibility
to function as stewards of the Corporation and to:
• Provide leadership in setting the Authority’s long-range
strategic direction, and to approve the Authority’s
overall strategic plan, operating goals, operating budget,
performance indicators, and the business and financial
plans established to achieve them.
• Develop corporate policies to ensure effective corporate
governance and board-management relations and to
clarify management limitations.
• Approve corporate governance structures, principles,
practices and policies based on recommendations from
the Governance Committee.
• Approve any amendments to the mandate and
structure of the board and its committees based on
recommendations from the Governance Committee.
Any change in structure requires prior approval of SLGA.
• Choose the President & CEO. The Board shall include
SLGA in the selection of the President & CEO.
• Coach the President & CEO.
• Review and discuss the annual Corporate Risk Profile
received from the Audit & Finance Committee.
• Monitor and assess the performance of the President
& CEO.
• Approve succession plans for the President & CEO
and Senior Executive Team based on recommendations
from the Human Resources and Compensation and
Governance Committee.
• Develop contingency plans for transitional board
leadership and transitional President & CEO duties.
• Provide assurance to stakeholders about the integrity of
the organization’s financial and non-financial performance.
• Periodically evaluate the size of the Board to ensure
the number of directors facilitates effective corporate
governance. Any change to the size of the Board requires
SLGA and Shareholder approval.
• Approve the Internal Auditor’s mandate and the structure
of the internal audit function based on recommendations
from the Audit & Finance Committee.
• Ensure the corporation has adopted a Communication