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SIGA’s Governance Practices
Does SIGA Align?
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 corporations strategic direction with a business and
risk management plan developed by management to support
that direction. The Audit and Finance Committee is responsible
for the implementation and monitoring of the risk management
plan. The Audit and Finance Committee meets with the internal
and external auditors to discuss the corporations risks.
(d) The succession plan is covered in the board terms of
reference and is substantially completed.
(f) The corporation is working to establish an integrated risk
management function and the corporate “infrastructure” for the
identification and management of the risks that could prevent
SIGA from achieving its strategic goals and priorities.
(g) The board has a Governance Committee that is responsible
for and reports to the board on corporate governance matters.
The corporation has also established an Ethics Advisory
Committee. The Governance Committee has worked with the
internal auditor to complete an audit of the corporation’s
governance practices with the following comment from the
internal auditor 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 instrument 58-101. The board
substantially complies with its corporate governance policies.
To support and ensure timely follow up on any recommendations
made in the audit an audit implementation plan has
been developed.
The SIGA Board has formally adopted a governance model,
generally-accepted governance practices, and a suite of
corporate governance policies. The policies ensure continuity
of good governance practices and provide ongoing direction for
the board, its committees, and management.
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 and CEO, and establish organizational
goals (ends), governance approach and management limitations.
The President and CEO is empowered and has the broad
freedom to determine the means that will be used to achieve
organizational aims. The President and 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
the board – not micro-managing. The President and 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
and CEO. The board rigorously monitors the President and CEO’s
performance against well-defined criteria.