Page 68 - SIGA Annual Report 2014

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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
six times in 2013-2014 fiscal year.
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 is scheduled
to be completed in early 2015. The Governance
Committee also oversees the annual evaluation of
the CEO which will be completed in July 2014. 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 2013-2014 fiscal year.
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: