Page 68 - SIGA Annual Report 2013

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Strategic Affairs Committee – Perry Bellegarde,
Chair and Brian Standingready, Chair
The Strategic Affairs Committee is mandated to ensure
that there are sufficient processes in place to develop,
maintain and monitor the strategic plan, provide direction
on shareholder and stakeholder relations and review and
provide direction on new business opportunities. The
Strategic Affairs Committee is also responsible for reviewing,
assessing and monitoring strategic level risk in SIGA’s
risk management plan and ensuring the appropriate risk
mitigation strategies are in place. Further, the Committee
will review and provide recommendations on the Casino
Operating Agreement and the Framework Agreement.
The committee met four times in 2012/13 fiscal year.
Governance Committee –
Reginald Bellerose, Chair
The Governance Committee is responsible for overseeing
the Authority’s governance processes and the quality
of its corporate governance and reporting to the Board
concerning same, and assists the Board in delivering
exemplary governance and human resource practices.
Ensuring that SIGA’s overall compensation structure provides
appropriate incentives to employees at all levels. Ensure
that SIGA is observing the highest standards of ethical
business conduct. 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 evaluation of the Board / Committees
was completed in early 2013. The Governance Committee
also oversees the annual evaluation of the CEO which will
be completed in July 2013. The Board engaged with Dr. Bob
Kayseas, an independent third party consultant, to conduct
the evaluation of the President and CEO and the Board /
Committees. This committee met five times in the 2012/13
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 completed July 2012
by the audit firm of Price Waterhouse Coopers.
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: