Page 67 - 2009_2010_Annual_Report

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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.
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.
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.
There were 12 regular Board meetings held in 2009/10 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.
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, SIGA
substantially meets
this requirement
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 2009/10 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
22
(23)
Edward Henderson, Vice Chair
18
(23)
Gary LaPlante, Director
12
(23)
Sheldon Wuttunee, Director
14
(23)
Isabel O’Soup, Director
22
(23)
Reginald Bellerose, Director
13
(23)
Brian Standingready, Director
21
(23)
Felix Thomas, Director
20
(23)
Robert Gerow, Director
20
(23)
Shirley Wolfe-Keller, Director
4
(4)
Carol Bryant, Director
3
(3)
*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