Page 63 - 2008_2009_Annual_Report

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061
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.
Yes, SIGA
substantially
meets this
requirement
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 2008/09
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 and 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 12 meetings in 2008/09
with a number of additional meetings to deal with specific
business issues. The number of board meetings attended
by each director is set out below:
Meetings
Total
Directors
Attended*
Meetings
Ray Ahenakew, Chair
14
(14)
Edward Henderson, Vice Chair
14
(14)
Gary Laplante, Director
12
(14)
Sheldon Wuttunee, Director
11
(14)
Isabel O’Soup, Director
13
(14)
Reginald Bellerose, Director
13
(14)
Brian Standingready, Director
14
(14)
Felix Thomas, Director
14
(14)
Robert Gerow, Director
14
(14)
*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