SIGA_Annual_Report_2015 - page 84

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AUDIT AND FINANCE COMMITTEE – CAROLE BRYANT, CHAIR
The Audit and Finance Committee monitors the financial performance and internal controls of SIGA, assess .
risk management strategies, and acts as a liaison between the internal and external auditors and the Board. .
This committee is responsible for the internal audit function and has retained an independent internal auditor that
is accountable to the Board through the Audit and Finance Committee, and has unimpeded access to corporate
information and reports. SIGA’s internal auditor is Price Waterhouse Coopers (PWC). The fee for the internal
audit function for the fiscal year is $499,570. The committee monitors internal controls over the financial reporting
process, auditing matters, and financial reporting issues. The SIGA audit is completed by the audit firm Deloitte
LLP. In addition to the statutory audit requirements, Deloitte LLP submits management letters that contain internal
control recommendations and identification of management and system control risks. Deloitte LLP has examined
the corporation’s financial statements and issued an auditor’s report included in this annual report. The fee for the
audit for the fiscal year is $252,964. Deloitte LLP did not provide any non-audit services this past fiscal year. .
The committee met five times in the 2014-2015 fiscal year.
STRATEGIC AFFAIRS COMMITTEE – BRIAN STANDINGREADY, CHAIR
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 four times in 2014-2015 fiscal year.
GOVERNANCE COMMITTEE – REGINALD BELLEROSE, AND RON MARTIN SERVED
AS CHAIRS
The Governance Committee is responsible for overseeing the Authority’s governance processes and the quality of its
corporate governance, reporting to the Board concerning the same. The committee 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. The committee ensures 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 and its committees.
The evaluation of the Board/Committees was completed in 2015. The Governance Committee also oversees the
annual evaluation of the CEO which will be completed in July 2015. 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 four times in the 2014-2015 fiscal year.
GOVERNANCE PRACTICES
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 2014-2015 by the audit firm 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:
1...,74,75,76,77,78,79,80,81,82,83 85,86,87,88,89,90,91,92
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