Page 71 - SIGA Annual Report 2013

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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) The corporation has a comprehensive Code of Conduct & Ethics policy
in place for the Board and senior management.
b) SIGA has a strategic plan in place for the Authority. This process allows
SIGA management and the Board to utilize it to communicate to our
stakeholders our direction and priorities. 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 2012. The President reported on those measures on a
quarterly basis. The results are also reported on in this annual report.
c) The corporation has established 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. Refer to page 36 & 37 of this report.
d) Annually the Board approves succession plans for the President and
CEO and Senior Executive.
e) The Board has a Communications policy with processes in place to
ensure effective communications with shareholders, stakeholders and
the public. The annual general meeting of the Members was held in
September 2012.
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. SIGA manages information
risks through continual evaluation of the internal controls over financial
reporting for new and existing systems.
g) SIGA Board has formally adopted a governance model with generally-
accepted governance practices, and a suite of corporate governance
policies. The Governance Committee is mandated to oversee corporation’s
governance practices. An audit of the corporation’s governance practices
is completed every three years and was completed by Price Waterhouse
coopers in July 2012.
Yes
NP 58-201, section 2
2. Disclose the Board’s written mandate.
The Board’s written mandate, Policy B03-001 can be obtained from the
SIGA upon request.
Yes