SIGA_Annual_Report_2015 - page 85

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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.
Reginald Bellerose, Chair: Independent – Chief, Muskowekwan
First Nation, Touchwood Agency Tribal Council
Felix Thomas, Chair: Independent – Tribal Chief, Saskatoon
Tribal Council
Edward Henderson, Director: Independent – Chief, Montreal
Lake Cree Nation, Prince Albert Grand Council
Brian Standingready, Director: Independent – Chief, White Bear
First Nation, Southeast Treaty #4 Tribal Council
Robert Gerow, Director: Independent – Executive Director,
Agency Chiefs Tribal Council
Richard Ben, Director: Independent – Chief, Makwa
Sahgaiehcan First Nation, Meadow Lake Tribal Council
Carole Bryant, Director: Independent – Chief Financial Officer,
Ranch Erhlo Society
Larry Ahenakew, Director: Independent – Chief, Ahtahkakoop
First Nation, Battlefords Agency Tribal Chiefs
Delbert Wapass, Director: Independent – Chief, Thunderchild
First Nation, Independent First Nations
Kevin Poock, Director: Independent – Chartered Financial
Planner, Battlefords Tribal Council
Ron Martin, Director: Independent – Dentist, Federation of
Saskatchewan Indian Nations
Amanda Louison, Director: Independent Consultant – Yorkton
Tribal Council
Mary Anne Daywalker-Pelleitier, Director: Independent – Chief,
Okanese First Nation, File Hills Qu’Appelle Tribal Council
Darcy Bear, Director: Independent – Chief, Whitecap Dakota
First Nation, Saskatoon Tribal Council
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.
Reginald Bellerose who is an independent director assumed the
responsibilities of Chair in February 2015 replacing Felix Thomas
who was 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
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