Page 69 - SIGA_2010-11 Annual Report

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SIGA’s Governance Practices
Does SIGA Align?
NP 58-201, section 3.5
3.5 The Board should: develop clear position
descriptions for the Chair of the Board and
the Chair of each committee; together with
the CEO, develop a position description
for the CEO delineating management’s
responsibilities; develop or approve
corporate goals and objectives that
the CEO is responsible to meet.
The Board has adopted specific policies (B03-008 Board Member
Responsibilities and B03-012 Board Chair Terms of Reference) which outline
the primary duties and responsibilities of the Board chair and Board Members.
The Board has adopted mandates for all standing committees, which outline
their specific responsibilities. A draft policy for the Committee Chairs has been
developed and will be implemented once final board approval is received.
The Board’s Terms of Reference sets out matters that require Board approval
and delegate other matters to management. The Delegation of Authority Policy,
applicable to monetary and non-monetary matters, sets out those matters that
require Board approval and delegates other matters to management.
The Board annually approves a strategic plan, which includes the Corporate
objectives and goals (Balanced Scorecard targets) for the upcoming year.
The CEO is ultimately responsible to the Board for meeting these goals and
objectives. The Board assesses the CEO against these performance targets.
NI 58-101F1, sections 3(a) and (b)
3 (a) Disclose whether the Board has developed
written position descriptions for the
Chair of the Board and the Chair of each
Board committee and, if not, describe
how the Board delineates the role and
responsibilities of each such position.
(b) Disclose whether the Board and CEO have
developed a written position description
for the CEO.
3 (a) The committees all have written mandates adopted by the Board that
delineate the roles and responsibilities of that committee. Each committee
met as follows: Human Resources, Compensation & Ethics Advisory – 6,
Governance – 6, Audit and Finance – 12 and Strategic Affairs – 4. The Chairs
of each committee review the minutes from their committee meetings with
the full Board at the monthly Board meeting. This allows for effective
communication and delineation of responsibilities between the committees.
(b) The Board has developed a comprehensive job description for the CEO.
The corporation’s strategic plan identifies the goals, objectives and performance
targets that are to be achieved by the CEO in the fiscal year.
NP 58-201, sections 3.6 and 3.7
3.6 The board should ensure new directors
receive comprehensive orientation and
fully understand the role of the board and
committees, the contribution individual
directors are expected to make and the
nature and operation of the business.
3.7 The board should provide continuing
education opportunities for all directors
to enhance their skills and abilities and
ensure their knowledge of the corporation’s
business is current.
3.6 Through their mandate, the Governance Committee holds the responsibility
to ensure and to monitor whether the proper orientation and continuing education
training opportunities are made available to the Board. SIGA management has
provided comprehensive orientation training to the Directors about the business
and the industry. SIGA also provides all Directors with a comprehensive binder
that contains essential reference materials.
3.7 The corporation makes available to the directors the opportunity to participate
in comprehensive education programs such as: Institute of Corporate Directors –
Directors Education Program, Aboriginal Board Governance Development and the
Directors College – Chartered Directors Program. All are certified comprehensive
education programs with specific focuses on key roles and responsibilities of
boards, committees and directors. Over the past number of years, a focus has
been to identify what skill sets Board Members require that will assist them in
effectively discharging their responsibilities. Other experts have been brought in
to support the Board’s development such as outside legal counsel, with expertise
in Board governance, to outline the Board’s legal and fiduciary responsibilities. As
well as industry experts. The Directors participated in a Financial Literacy training
program provided by SIGA’s Sr. VP of Finance in July and November 2010.