SIGA’s Governance Practices
MEETINGS OF INDEPENDENT
NI 58-101FI, Section 3.3
3.3 The independent directors should
hold regularly scheduled meetings
at which non-independent
directors and members of
management are not present.
1 (e) Disclose whether the
independent directors hold
regularly scheduled meetings at
which members of management
are not present, disclose the
number of such meetings held in
the previous 12 months; if such
meetings are not held, disclose
what the board does to facilitate
open and candid discussion
among independent directors.
This criterion is met by all current Board members being external directors.
The terms of reference for the Board/committee require that the Board/
committees meet regularly without management present. In-camera
sessions are a standing agenda item.
There were 7 Board meetings held in 2015-2016 and during each regular
meeting, in-camera sessions are a standing agenda item. Board practices
that facilitate open and candid discussion allow for open and direct
communication on issues that it may not be appropriate to discuss with
representatives of management.
The Board is satisfied that its governance practices foster full and open
discussion and debate and that it retains the independence of mind to make
decisions in the best interest of the corporation and the shareholder.
NI 58-101FI, Section 1(g)
1 (g) Disclose the attendance record
of each director for the board
meetings held in the most
recently completed financial year.
The Board held a minimum of 7 meetings in 2015-2016 which included
their regular scheduled Board meetings and a strategic planning session
and one special meeting.
Edward Henderson, Director
Larry Ahenakew, Director
Reginald Bellerose, Director
Brian Standingready, Director
Bob Gerow, Director
Carole Bryant, Director
Richard Ben, Director
Delbert Wapass, Director
Kevin Poock, Director
Ron Martin, Director
Amanda Louison, Director
Marie Anne Daywalker-Pelletier, Director
Darcy Bear, Director
Connie Big Eagle, Director
Kenny Moccasin, Director
* For purposes of this report, members who attended meetings in part were
considered to be present. Figures in brackets represent the maximum
number for the period in which the individual was a Board member.
NP 58-201, Section 3.4
3.4 The Board should adopt a
written mandate which explicitly
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
(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;
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 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 2015. The President
reported on those measures on a quarterly basis. The results are also
reported on in this annual report.