Page 68 - SIGA_2010-11 Annual Report

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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) SIGA has five year strategic plan in place for the Authority. This is a relatively
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. The Board held
a strategic planning session in July 2010 to set the measures and targets for
the company. The President reported on those measures on a quarterly basis.
The results are also reported on in this annual report.
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. Refer to page 36 & 37 of this report.
d) The Board has approved succession plans for the President and CEO
and Senior Executive based on recommendations from the Human Resources,
Compensation & Ethics 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 Gaming Commission, which
is comprised of shareholders of the corporation. The annual general meeting of
the Members was held in October 2010.
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 is working
with the internal auditor to complete an audit of the corporation’s governance
practices which is scheduled to be complete in the fall of 2011.
The corporation has also established an HR, Comp and Ethics Advisory Committee.
Yes
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 SIGA
upon request.
Yes