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73

SIGA’s Governance Practices

Does SIGA

Align?

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

systems; and

(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.

Yes

NP 58-201, Section 2

2 Disclose the Board’s written

mandate.

The Board’s written mandate, Policy B03-001 can be obtained from SIGA

upon request.

Yes

POSITION DESCRIPTIONS

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

management.

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.

Yes

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

committee.

(b) The Board has developed a comprehensive job description for

the CEO.

Yes