Page 66 - SIGA_2010-11 Annual Report

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SIGA’s Governance Practices
Does SIGA Align?
NI 58-101F1, section 1(f)
1 (f) Disclose whether the chair of the board
is an independent director; disclose the
identity of the chair and describe the role
of the chair.
Ray Ahenakew assumed the Chair responsibilities in January 2007 and
is an independent director.
The Chair reports to the Board and ultimately to the shareholders and
is responsible for presiding over meetings of the Board and ensuring the
Board discharges its fiduciary and legal responsibilities. The chair’s primary
duties include:
Act as a sounding board and counselor for the President and CEO, including
helping to identify problems, reviewing strategy, maintaining accountability,
building relationships and ensuring that the President and CEO is aware of
concerns of the Board and the communities the Authority serves.
Lead the Board in monitoring and evaluating the performance of the President
and CEO and the corporation.
Ensure that corporate strategy, plans and performance are presented
to the Board.
Ensure the President and CEO presents management succession and
development plans at least annually and implements them.
Foster a constructive and harmonious relationship between the Board
and management.
Together with the President and CEO, act as a spokesperson for the Authority
and oversee the Authority’s interfaces with government and other stakeholders.
Ensure the Board has full governance of the Authority’s business and affairs
and is alert to its obligations to the Authority, to the communities it serves,
to management and under the law.
Provide leadership to the Board; assist the Board in reviewing and monitoring
the policy, directions and strategy of the Authority and the achievement of
its objectives.
Communicate with the Board to keep it up-to-date on all major developments,
including timely discussion of potential developments.
Chair Board meetings and attend committee meetings, where appropriate,
as ex-officio member of each committee.
Ensure that the Board and management clearly understand their respective roles
and respect the boundaries between Board and management responsibilities.
Ensure that the Board has adequate resources to support its work.
Is jointly responsible with the President and CEO for developing ways
to involve the Board in the ongoing processes of strategic planning and
risk management.
While working closely with the President and CEO, retains an independent
perspective to best represent the interests of the Authority, the communities
it serves and the Board.
On behalf of the Board, shall report to the Economic Community Development
Commission (ECDC) on the affairs of the corporation including all business
aspects of casinos owned or operated by the corporation and shall, if so
requested, report on the same matters to the FSIN Legislative Assembly.
Reports to the Board of directors any guidance or advice that ECDC has
offered to the corporation.
Is a non-executive appointment.