Page 71 - SIGA Annual Report 2014

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SIGA’s Governance Practices
Does SIGA Align?
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. 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 2013. 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 of this report.
d) The Board approves succession plans for the President and CEO
and Senior Executive on an annual basis.
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
November 2013.
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.
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.
NP 58-201, section 3.5
3.5 The Board should: develop clear
position descriptions for the Chair
of the Board and the Chair of each
committee; together with the CEO,
develop a position description for
the CEO delineating management’s
responsibilities; develop or approve
corporate goals and objectives that the
CEO is responsible to meet.
The Board has adopted specific policies which outline the primary
duties and responsibilities of the Board Chair, Committee Chairs and
Board Members. The Board has adopted mandates for all standing
committees, which outline their specific responsibilities. The Delegation
of Authority Policy, applicable to monetary and non-monetary matters,
sets out those matters that require Board approval and delegates other
matters to management.
The Board annually approves a strategic plan, which includes the
Corporate objectives and goals (Balanced Scorecard targets) for the
upcoming year. The CEO is ultimately responsible to the Board for
meeting these goals and objectives. The Board assesses the CEO
against these performance targets.
NI 58-101FI, sections 3(a) and (b)
3 (a) Disclose whether the Board has
developed written position descriptions
for the Chair of the Board and the Chair
of each Board committee and, if not,
describe how the Board delineates
the role and responsibilities of each
such position.
(b) Disclose whether the Board and
CEO have developed a written position
description for the CEO.
3 (a) The Board has policies in place that set out the roles and
responsibilities for the Board Chair, Vice Chair and Committee Chairs.
In addition to this the committees all have written mandates adopted by
the Board that delineate the roles and responsibilities of that committee.
(b) The Board has developed a comprehensive job description for
the CEO.