Page 76 - 2012_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 process
allows SIGA management and the board to 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 approved the strategic measures and targets
for the company in July 2011. 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 34 & 35 of this report.
d) The Board has approved succession plans for the President and CEO and
Senior Executive based on recommendations from the Governance 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 November 2011.
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 July 2012.
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