Page 77 - 2012_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 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 Board has a Board Chair – Terms of Reference policy in place that sets
out the roles and responsibility for the board Chair. Draft policies have been
developed for the Vice Chair position and the Committee Chairs and these
policies will be implemented once final approval is received.
In addition to this the committees all have written mandates adopted by the
Board that delineate the roles and responsibilities of that committee. Each
committee met as follows: Governance – 4, Audit and Finance – 6 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 has made available to the directors the opportunity to
participate in comprehensive education programs such as: The Directors College
– Chartered Directors Program. A certified comprehensive education program
with specific focuses on key roles and responsibilities of boards, committees and
directors. With one Director graduating from the program this past year. 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. All the Directors have
participated in a Financial Literacy training program provided by SIGA’s Sr. VP of
Finance & Admin. A number of the Directors have participated in industry related
conferences in 2011/12.