Page 68 - 2009_2010_Annual_Report

Basic HTML Version

66
SIGA’s Governance Practices
Does SIGA Align?
BOARD MANDATE
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.
a) One of the Board’s principal duties is to choose the President and CEO and
monitor and evaluate his/her performance. The President and CEO and senior
managers are required to observe the highest standards of ethical conduct,
consistent with the values of integrity, impartiality and discretion, both within
and outside the workplace, and to promote a corporate culture in which ethical
conduct is recognized, valued and exemplified by everyone.
b) In 2009/10, SIGA introduced a strategic planning process which lengthened
our planning horizon to five years. This is a new process for SIGA and it will
evolve as management and the Board utilize it; the benefit is being able to
communicate to our stakeholders our direction and priorities for the next five
years. SIGA is using a highly regarded model of planning known as the Balanced
Scorecard. This performance management tool helps us ensure that operational
activities and initiatives are aligned with the objectives of the company in terms
of vision and strategy.
c) 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. The Board delegates this responsibility to the Audit and
Finance Committee. Provide assurance to stakeholders about the integrity of
the organization’s financial and non-financial performance.
d) The Board has approved succession plans for the President and CEO and
Senior Executive based on recommendations from the Human Resources and
Compensation Committee These plans are reviewed on an annual basis with
the Board.
e) The Board has a Communications Policy with processes in place to ensure
effective communications with shareholders, stakeholders and the public.
SIGA completes a public opinion survey every six months to obtain feedback
from stakeholders on the Corporation’s activities. A stakeholder 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 2009.
f) A principal duty of the Board is to identify principal risks of the business in
which the Corporation is engaged, to achieve a proper balance between risks
incurred and potential returns, and to oversee the implementation of appropriate
systems to manage the risks.
g) The Board has delegated the Corporation’s approach to corporate governance to
the Governance Committee to oversee. 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 Corporation has
also established an Ethics Advisory Committee.
Yes