Page 70 - SIGA Annual Report 2013

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70
SIGA’s Governance Practices
Does SIGA Align?
MEETINGS OF INDEPENDENT DIRECTORS
NI 58 -101FI, section 3.3
3.3 The independent directors should hold
regularly scheduled meetings at which
non-independent directors and Members
of management are not present.
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/committee require that
the Board/ committees meet regularly without management present. In-
camera sessions are a standing agenda item.
There were 8 Board meetings held in 2012/13 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.
Yes, SIGA
substantially meets
this requirement
NI 58 -101FI, sections 1(g)
1 (g) Disclose the attendance record of each
director for the board meetings held in the most
recently completed financial year.
The Board held a minimum of 8 meetings in 2012/13.
Meetings
Total
Directors
Attended*
Meetings
Felix Thomas, Director
6
(8)
Edward Henderson, Director
6
(8)
Larry Ahenakew, Director
8
(8)
Reginald Bellerose, Director
8
(8)
Brian Standingready, Director
8
(8)
Robert Gerow, Director
6
(8)
Carole Bryant, Director
6
(8)
Richard Ben, Director
7
(8)
Perry Bellegarde, Director
6
(6)
Delbert Wapass, Director
4
(8)
Kevin Poock, Director
7
(8)
Ron Martin, Director
2
(3)
Mary Anne Daywalker-Pelletier, Director
0
(0)
started March 4, 2013 no meetings were held.
*For purposes of this report, Members who attended meetings in part
were considered to be present. Figures in brackets represent the maximum
number for the period in which the individual was a board member.
Yes