Page 64 - 2008_2009_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 board has adopted a comprehensive written mandate
board policy no. B03-001 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 and CEO. The board shall include SLGA
in the selection of the President and CEO.
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.
Coach the President and CEO.
Review and discuss the annual corporate risk profile received
from the Audit and Finance Committee.
Monitor and assess the performance of the President and CEO.
Approve succession plans for the President and CEO and
Senior Executive based on recommendations from the Human
Resources and Compensation and Governance Committee.
Develop contingency plans for transitional board leadership
and transitional President and 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 and Finance Committee.
Ensure the corporation has adopted a communication policy.