Page 70 - SIGA Annual Report 2014

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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 (e) 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 9 Board meetings held in 2013-2014 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 10 meetings in 2013-2014 which included
their regular scheduled Board meetings and a strategic planning session
and 3 special meetings.
Meetings
Total
Attended*
Meetings
Felix Thomas, Director
10
(10)
Edward Henderson, Director
7
(10)
Larry Ahenakew, Director
10
(10)
Reginald Bellerose, Director
10
(10)
Brian Standingready, Director
9
(10)
Robert Gerow, Director
8
(10)
Carole Bryant, Director
7
(10)
Richard Ben, Director
10
(10)
Delbert Wapass, Director
4
(10)
Kevin Poock, Director
8
(10)
Ron Martin, Director
10
(10)
Amanda Louison, Director
10
(10)
Mary Anne Daywalker-Pelletier, Director
8
(10)
*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