Page 69 - SIGA Annual Report 2013

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69
SIGA’s Governance Practices
Does SIGA Align?
COMPOSITION OF THE BOARD
NP 58-201, section 3.1
The Board should have the majority
of independent Directors.
The Directors on the SIGA Board are (13 out of 13) independent.
*SIGA’s Board composition is 13 Members with 13 of those Directors being
confirmed as of this date.
Yes
NP 58-201, sections 1(a) and (d)
1 (a) Disclose the identity of Directors who
are independent;
(b) Disclose the identity of Directors who
are not independent and the basis for that
determination;
(c) Disclose whether the majority of Directors
are independent; and
(d) Disclose whether a Director is a Director
of any other issuer that is a reporting issuer.
Felix Thomas, Chair : Independent – Tribal Chief, Saskatoon Tribal Council
Edward Henderson, Director ; Independent – Chief, Montreal Lake
Cree Nation
Reginald Bellerose, Director: Independent – Chief, Muskowekwan
First Nation
Brian Standingready, Director: Independent – Chief, White Bear
First Nation
Robert Gerow, Director: Independent – Executive Director, Agency Chiefs
Tribal Council
Richard Ben, Director: Independent – Chief, Makwa Sahgaiehcan
First Nation
Carole Bryant, Director: Independent – CFO, Ranch Erhlo Society
Larry Ahenakew, Director: Independent – Chief, Ahtahkakoop First Nation
Perry Bellegarde, Director: Independent – Chief, Little Black Bear
First Nations
Delbert Wapass, Director: Independent – Chief, Thunderchild First Nation
Kevin Poock, Director: Independent – Chartered Financial Planner,
Battlefords Tribal Council
Ron Martin, Director: Independent – Dentist, FSIN
Mary Anne Daywalker-Pelleitier, Director: Independent – Chief
This criterion is met by all current Board Members being external
directors (i.e. not managers or employees of SIGA) and by having each
Board member complete and sign code of conduct acknowledgement and
conflict of interest disclosure forms. All Directors have completed COI
forms on file. Section 1(d) does not apply to SIGA, as SIGA does not have
share capital, and is not an issuer.
Yes
NP 58-201, section 3.2
3.2 The Chair of the board should be an
independent director who is the effective leader
of the board, who ensures that the board’s
agenda will enable it to successfully carry out
its duties.
The Chair of the Board is an independent Director who provides leadership
in board organization, processes, effectiveness and renewal and serves
as a liaison between the roles of the Board, shareholders and that of
President and CEO.
Yes
NI 58 -101FI, 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.
Felix Thomas assumed the Chair responsibilities in June 2012 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 Board has
developed a Terms of Reference for the Chair in policy B03-012 which
can be obtained from SIGA upon request.
Yes
CSA Corporate Governance Policy
NP58 – 201, AND DISCLOSURE INSTRUMENT, NI58 – 101FI