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SIGA’s Governance Practices
Does SIGA Align?
NP 58-201, section 3.4 continued…
(f) SIGA has completed a public opinion survey to obtain
feedback from stakeholders on the corporation’s activities.
A stakeholders newsletter is distributed quarterly to all
stakeholder groups. The Chair of the board and the President
and CEO participate in quarterly sessions to provide an update
and review the corporation’s performance with the FSIN
Economic Development Commission, which is comprised of
shareholders of the corporation. The annual general meeting
of the members was held in September 2008.
NI 58-101F1, section 2
2. Disclose the board’s written mandate.
The board’s key responsibilities are described above in
NP 58-201 section 3.4. The board’s written Mandate,
Policy B03-001 can be obtained from the Board Secretary
upon request.
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 Chair Terms of
Reference) which outline the primary duties and responsibilities
of the board chair 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 and CEO,
and establishes organizational aims (ends), governance approach
and management limitations. The President and CEO has a
broad range of freedom to determine the means that will be
used to achieve organizational aims. The President and 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 management.
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.
3 (a) The committees all have written mandates adopted by
the board that delineate the roles and responsibilities of that
committee. Each committee met as follows: Human Resources
and Compensation – 5, Governance – 5, Ethics – 6, Audit and
Finance – 12. The Chairs of each committee review the minutes
from their committee meetings with the full board 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.