Page 74 - 2012_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.
Edward Henderson assumed the interim Chair responsibilities in July 2011 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.
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
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 10 Board meetings held in 2011/12 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.
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