Page 72 - 2012_Annual Report

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GOVERNANCE COMMITTEE – REGINALD
BELLEROSE, CHAIR
The Governance Committee is responsible for, and reports
to the Board about, the corporate governance processes
of the Board. The Governance Committee monitors the
functioning of the Board and committees of the Board,
and recommends governance issues to be discussed
by the Board and committees of the Board. It is also
responsible for ensuring timely and complete information
and decision-making at the Board and committee levels.
The Governance Committee is responsible to ensure
annual review of the terms of reference of the Board and
its committees. The committee coordinates the bi-annual
evaluations of the Board, the Board Chair, committees
and the Director’s self-assessments. The evaluations of
the Board and its committees was completed in 2012.
The Governance Committee also oversees the annual
evaluation of the CEO. The Board engaged with the audit
firm of Meyer Norris Penny, (MNP) an independent third
party, to conduct the evaluation of the President and CEO
and the Board and its Committees. This committee met
four times in the 2011/12 fiscal year.
GOVERNANCE PRACTICES
The SIGA Board has formally adopted a governance
model with generally-accepted governance practices, and
a suite of corporate governance policies. These policies
ensure continuity of good governance practices and
provide ongoing direction for the Board, its committees,
and management. To ensure that SIGA continues to
exemplify high standards of corporate governance, it
has been mandated by the Board that the corporation’s
governance practices be monitored annually and an
audit of all governance practices be conducted every
three years with the most recent audit expected to
be completed in July 2012 by the audit firm of Price
Waterhouse Coopers.
According to the previous audit completed by the firm
Prosser and Associates, SIGA’s current governance and
disclosure 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 Policy 58-101.
The Board substantially complies with its corporate
governance policies. Unlike a publicly held entity,
SIGA is not required to comply with these policies.
The corporation, however, has adopted an approach
of benchmarking itself to these standards.
SIGA’s alignment with the CSA Corporate Governance
Guidelines is set out in the following scorecard: