Page 48 - 2007_2008_Annual_Report

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SIGA’s Governance Practices
Does SIGA Align?
NP 58-201, section 3.5
3.5 The board should: develop clear position
descriptions for the chair of the board and
the chair of each committee; together with
the CEO, develop a position description
for the CEO delineating management’s
responsibilities; develop or approve
corporate goals and objectives that
the CEO is responsible to meet.
The Board has adopted specific policies (B03-008 Board
Member Responsibilities and B03-012 Board Leader
Terms of Reference) which outline the primary duties and
responsibilities of the Board Leader and Board Members.
The Board has adopted mandates for all standing
Committees which outline their specific responsibilities.
The Governance model that the Board has adopted
indicates that the Board Governs through policies that
define the relationship between the Board and the
President & CEO, and establishes organizational aims
(ends), governance approach and management limitations.
The President & CEO has a broad range of freedom
to determine the means that will be used to achieve
organizational aims. The President & CEO reports to
the full Board.
The Board has established a position description for
the CEO setting out his responsibilities, authorities and
accountabilities, as well as performance indicators. The
Board assesses the CEO against these performance indicators.
The Delegation of Authority Policy, applicable to monetary
and non-monetary matters, sets out those matters that
require Board approval and delegates other matters to
The Board annually approves the business plan that includes
the corporate goals, objectives, priorities and performance
indicators which the CEO is responsible for meeting and
assesses the CEO against these objectives.
NI 58-101F1, sections 3(a) and (b)
3 (a) Disclose whether the board has
developed written position descriptions
for the chair of the board and the chair
of each board committee and, if not,
describe how the board delineates
the role and responsibilities of each
such position.
(b) Disclose whether the board and CEO
have developed a written position
description for the CEO.
The committees all have written mandates adopted by
the Board that delineate the roles and responsibilities of
committees. Each committee met as follows: Governance
– 13; Audit & Finance – 12; Ethics – 10; Human Resources
and Compensation – 6. The Chairs of each committee
review the minutes from their committee meetings with
the Board members at the monthly Board meeting. This
allows for effective communication and delineation of
responsibilities between the committees.
(b) The Board has developed a comprehensive job
description for the CEO. The Corporation’s business plan
identifies the goals and objectives that are to be achieved
by the CEO in the fiscal year.