Page 69 - SIGA Annual Report 2014

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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
Delbert Wapass, Director: Independent – Chief, Thunderchild
First Nation
Kevin Poock, Director: Independent – Chartered Financial Planner,
Battlefords Tribal Council
Ron Martin, Director: Independent – Dentist, FSIN
Amanda Louison, Director: Independent Consultant – Yorkton
Tribal Council
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