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70

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 five times in

2015-2016 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 biannual

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 2016.

The Board engaged with Dr. Bob Kayseas, an independent

third party consultant, to conduct the evaluation of the

President and CEO. This committee met four times in the

2015-2016 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 2015-

2016 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: