Table of Contents Table of Contents
Previous Page  74 / 80 Next Page
Information
Show Menu
Previous Page 74 / 80 Next Page
Page Background

72

SIGA’s Governance Practices

Does SIGA

Align?

MEETINGS OF INDEPENDENT

DIRECTORS

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.

Yes, SIGA

substantially

meets this

requirement.

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.

Meetings Total

Attended* Meetings

Yes

Edward Henderson, Director

5

(7)

Larry Ahenakew, Director

3

(3)

Reginald Bellerose, Director

7

(7)

Brian Standingready, Director

7

(7)

Bob Gerow, Director

4

(6)

Carole Bryant, Director

7

(7)

Richard Ben, Director

6

(7)

Delbert Wapass, Director

5

(7)

Kevin Poock, Director

7

(7)

Ron Martin, Director

7

(7)

Amanda Louison, Director

4

(4)

Marie Anne Daywalker-Pelletier, Director

7

(7)

Darcy Bear, Director

7

(7)

Connie Big Eagle, Director

2

(2)

Kenny Moccasin, Director

2

(2)

* 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.

BOARD MANDATE

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;

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.

Yes