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Ethics Advisory Committee – Edward Henderson, Chair
The Ethics Advisory Committee is responsible for monitoring the best practices in corporate ethics and annually
reviewing the Authority’s ethics policies, processes and practices to ensure that the Authority continues to exemplify
high standards of corporate ethics. The committee monitors compliance with the code of conduct, conflict of interest
and disclosure of wrongdoing policies on behalf of the board. This committee met 5 times in the 2008/09 fiscal year.
Governance Committee – Reginald Bellerose, Chair
The Governance Committee is responsible for, and reports to the board about, the corporate governance processes
of the board. The Governance Committee monitors the functioning of the board and committees of the board, and
recommends governance issues to be discussed by the board and committees of the board. It is also responsible for
ensuring timely and complete information and decision-making at the board and committee levels. The Governance
Committee is responsible to ensure annual review of the terms of reference of the board and its committees.
The committee coordinates the bi-annual evaluations of the board, the board chair, committees and the director’s
self-assessments. The evaluations of the board and its committees is scheduled for spring 2010. The Governance
Committee also oversees the annual evaluation of the CEO. The board engaged with Shercon Associates Inc., an
independent third party, to conduct the evaluation of the President and CEO. This committee met 6 times in the
2008/09 fiscal year.
Governance Practices
The SIGA board has formally adopted a governance model with generally-accepted governance practices, and a
suite of corporate governance policies. These policies ensure continuity of good governance practices and provide
ongoing direction for the board, its committees, and management. To ensure that SIGA continues to exemplify high
standards of corporate governance, it has been mandated by the board that the corporation’s governance practices
be monitored annually and an audit of all governance practices be conducted every three years with the most recent
being completed in January 2009, by the audit firm of Prosser and Associates.
According to the audit firm Prosser and Associates, SIGA’s current governance practices are consistent with the
guidelines advocated in the Ontario Securities Commission National Policy 58-201. SIGA’s current disclosure
practices are consistent with the guidelines set out in the Ontario Securities Commission National Policy 58-101.
The board substantially complies with its corporate governance policies. Unlike a publicly held entity, SIGA is not
required to comply with these policies. The corporation, however, has adopted an approach of benchmarking itself
to these standards.
SIGA’s alignment with the CSA Corporate Governance Guidelines is set out in the following scorecard: