Page 67 - SIGA_2010-11 Annual Report

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65
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.
This criterion is met by all current Board Members being external 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 13 regular Board meetings held in 2010/11 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 13 meetings in 2010/11. The number of Board
meetings attended by each Director is set out below:
Meetings
Total
Directors
Attended*
Meetings
Ray Ahenakew, Chair
13
(13)
Edward Henderson, Vice Chair
9
(13)
Gary LaPlante, Director
7
(13)
Sheldon Wuttunee, Director
1
(1)
Larry Ahenakew, Director
12
(12)
Isabel O’Soup, Director
13
(13)
Reginald Bellerose, Director
8
(13)
Brian Standingready, Director
10
(13)
Felix Thomas, Director
12
(13)
Robert Gerow, Director
9
(13)
Carole Bryant, Director
11
(13)
Richard Ben, Director
13
(13)
Perry Bellegarde, Director
9
(11)
Shirley Wolfe-Keller, Director
12
(12)
Delbert Wapass, Director
1
(1)
*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