SIGA’s Governance Practices
NP 58-201, Section 3.4 continued
(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
(g) Developing the corporation’s
approach to corporate
governance, including a set
of principles and guidelines
specific to the corporation.
(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.
(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 on
September 22, 2015.
(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 SIGA
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.
NI 58-101FI, Sections 3(a) and (b)
3 (a) Disclose whether the Board has
developed written position
descriptions for the Chair of the
Board and the Chair of each
Board committee and, if not,
describe how the Board delineates
the role and responsibilities of
each such position.
(b) Disclose whether the Board and
CEO have developed a written
position description for the CEO.
3 (a) The Board has policies in place that set out the roles and
responsibilities for the Board Chair, vice chair and committee chairs.
In addition to this the committees all have written mandates adopted
by the Board that delineate the roles and responsibilities of that
(b) The Board has developed a comprehensive job description for