Page 47 - 2007_2008_Annual_Report

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NP 58-201, section 3.4 continued…
(a) The Board has adopted specific policies (B03-008
Board Member Responsibilities and B03-012 Board Chair
Terms of Reference) which outline the primary duties and
responsibilities of the Board Chair and Board Members.
(b&c) The Board holds annual strategic planning sessions to
review the corporation’s strategic direction with a business
and risk management plan developed by management to
support that direction. The Audit & Finance Committee is
responsible for the implementation and monitoring of the
risk management plan. The Audit & Finance Committee
meets with the internal and external auditors to discuss
the corporation’s risks.
(d) The succession plan is covered in the board terms of
reference and is complete.
(f) The corporation is in the process of implementing a Risk
Management System.
(g) The Governance Committee has worked with the
Internal Auditor to implement annual audits of its corporate
governance practices.
SIGA uses a policy governance model. SIGA’s Governance
model is based on Governance Best Practices sourced
through the 2003 Governance Audit – especially the Joint
Committee on Corporate Governance Based on Carver
Model (adopted by SIGA in 2002). It is the most widely
adopted Governance Model. This Governance Model enables
the Board to focus on the larger issues, to delegate with
clarity, to control management’s job without meddling, to
rigorously evaluate the accomplishment of the organization,
and to truly lead the organization. The Board governs
through policies that define the relationship between the
Board and the President & CEO, and establish organizational
goals (ends), governance approach and management
limitations. The President & CEO is empowered and has the
broad freedom to determine the means that will be used to
achieve organizational aims. The President & CEO reports
to the full board. The Board acts in trust for the owners
and the Board speaks with one voice. The Board decisions
are predominately policy decisions; providing direction (i.e.
setting and communicating broad goals to management)
is the pivotal duty of board – not micro-managing. The
President & CEO decides how these goals are to be
achieved, as long as he/she does so ethically and within any
limitations that the Board may impose. The Board controls
management through limitations policies, not prescriptive
policies. The Board develops policies that govern the Board.
The Board’s link to management is through the President &
CEO. The Board rigorously monitors the President & CEO’s
performance against well-defined criteria.
(f) SIGA has participated in surveys to obtain feedback
from stakeholders on the corporation’s activities. The
Chair of the Board and the President & CEO participate
in quarterly sessions to provide an update and review
the corporation’s performance with the FSIN Economic
Development Commission, which is comprised of
Shareholders of the corporation.
SIGA’s Governance Practices
Does SIGA Align?
NI 58-101F1, section 2
Disclose the board’s written mandate.
The Board’s primary responsibilities are described above.
The Board’s written Mandate, Policy B03-001, can be
obtained from the Board Secretary upon request.