SIGA_Annual_Report_2015 - page 87

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 board mandate,
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
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 2014. 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 52 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 October 2014.
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 2015.
NP 58-201, section 2
2 Disclose the Board’s written
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 B05-018, applicable to
monetary and non-monetary matters, sets out those matters
that require Board approval and delegates other matters to
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.
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