SIGA ELECTORAL REGULATIONS
1. Purpose and scope of these regulations
1.1 These regulations contain the principles and rules that govern the nomination, election and appointment of all members of the bodies of SIGA as defined in clause 12 of the SIGA Statutes, namely the General Assembly, the Council, the Administration, the Standing Committees, the Audit & Compliance Committee, the Ethics Committee and Other bodies, as decided from time to time by the Council (“SIGA Internal Organs”).
1.2 The SIGA Statutes govern the roles, terms of reference, authorities and periods of appointment and office holding for all SIGA Internal Organs.
1.3 If any conflict between these electoral rules and regulations and the SIGA Statutes arises, the Statutes shall prevail. Where these electoral rules and regulations read together with the Statutes do not adequately cover a particular issue or circumstance, the Ethics Committee shall, by simple majority vote, determine the appropriate action to be taken to resolve the issue.
2. Temporary and transitional provision
For the purposes of the first elections and appointments due to be made, if necessary and within the six months following that Electoral General Assembly, these regulations shall be amended as appropriate to accommodate the shortened time frames available and the fact that certain necessary SIGA Internal Organs may not yet exist. For this set of elections and appointments only, the ad interim Council of SIGA (and then the Council once elected), following consultation with the SIGA Members, shall have the power to determine the correct order and procedure of elections and appointments, attempting always to comply with the SIGA Statutes and these regulations as closely as possible in the circumstances.
3. Internal Organs requiring elections or appointments
The SIGA Internal Organs that require elections or appointments are as follows:
3.1 The Council:
a) The members of the Council to be elected by the General Assembly (“GA”)
b) The Chair and Vice-Chairs are appointed by the Council and this appointment is subject to ratification by the GA.
3.2 The Chief Executive Officer (“CEO”): the CEO is appointed by the Council and this appointment is subject to ratification by the GA.
3.3 The Standing Committees (“SC”): the members of the SCs are appointed by the Council upon proposal of the CEO.
3.4 The Ethics Committee (“EC”): the members of the EC are elected by the GA upon proposal of the Council
3.5 The Audit and Compliance Committee (“ACC”): the members of the ACC are elected by the GA upon proposal of the Council
APPLICATIONS, NOMINATIONS, ELIGIBILITY, CAMPAIGNING AND INTEGRITY CHECKS
4.1 An application for office in any SIGA Internal Organ must be received, in writing, by the SIGA CEO at least 20 days before the next GA or Council meeting at which the relevant appointment is to be voted on.
4.2 The following people are entitled to apply for the following offices:
a) Council: any duly authorised representative of a Member in good standing may put him or herself forward to the GA for nomination for election;
b) CEO: any person may apply to the Council for appointment to the role of CEO of SIGA;
c) Standing Committees: Any duly authorised representative of a Member in good; standing may put him or herself forward to the CEO for appointment by the Council ;
d) EC: any person may put themselves forward to the Council for nomination;
e) ACC: any duly authorised representative of a Member in good standing may put him or herself forward to the Council for nomination for election/appointment by the GA.
5.1 All nominations by the Council must be notified to the GA at least 10 days before the General Assembly at which the nomination will be voted on for election of ratification.
6.1 Candidates for SIGA Internal Organs must meet the following requirements:
a) Notify the CEO in writing of a candidature for a SIGA Internal Organ within the deadline stipulated in these regulations;
b) Be proposed by a Member of SIGA within the deadline stipulated in these regulations;
c) Not have served the maximum number of terms as an office holder as set out in the Statutes;
d) Not be an employee of SIGA;
e) Fulfil the requirements set out under section 4.2. above;
f) Disclose those personal details, documents, references and answers to questions requested by the nominating SIGA Internal Organ, as per Annex 1 to these regulations;
g) Be prepared to attend in person an interview with any person or persons determined by the nominating SIGA Internal Organ;
h) Be prepared to submit to a criminal records check in whatever jurisdiction deemed relevant by the nominating SIGA Internal Organ;
i) Fulfil the minimum qualifications for the role if such minimum qualifications are specified in the job or role description published by the Council, EC or ACC as relevant;
j) Disclose in full any family or commercial interests in any SIGA Member or prospective member or commercial partner or supplier;
k) Be prepared to submit to the SIGA Code of Ethics and all SIGA Statutory requirements;
l) Pass, in full, the Integrity Checks as defined in Clause 8 and Annex 1 of these regulations “Integrity Checks”; and
m) Remain eligible for the full period of appointment or office holding.
7.1. Any candidate for election may campaign for him or herself amongst the voting members prior to the day of the election by any means they chose so long as such campaigning does not breach the SIGA Code of Ethics and does not involve the provision or promise of gifts or benefits to the individual voter or the interests represented by the voter in the absolute discretion of the EC. On the day of the election, the candidate may not campaign except to address the meeting in person, by proxy or in writing in a manner notified to him or her in advance of the meeting by the Council, EC or ACC as appropriate and equal opportunity will be provided to every candidate on the day of the election.
8. Integrity Checks
8.1. All people nominated for election or appointment or actually elected to any office or appointment (including the Chair, Vice-Chairs, Council members, CEO and senior executives) in SIGA will be subject to Integrity Checks using criteria, methods and sources determined by the EC from time to time.
8.2. No election or appointment shall be final or ratified until such Integrity Check has been completed to the satisfaction of the EC (or, in the case of appointments to the EC, of the ACC).
8.3. As far as possible, Integrity Check shall be completed prior to any nomination, appointment or election that may be necessary, but, where this has not happened for any justifiable reason, the result of any election or appointment may be voided in the entire discretion of the EC if the elected or appointed person fails the Integrity Check.
8.4. Prospective or appointed employees may be subject to Integrity Checks if requested by the CEO.
8.5. The Integrity Checks to be applied to the first set of nominees and appointees are set out at Annex 1 to these regulations. The EC, once appointed, will continue to apply these checks unless and until they agree as a committee to amend them, in which case, they shall publish a new procedure and Annex 1 will become voided.
VOTING PROCEDURE AND ELECTIONS
9. General Principles
9.1. Elections will be held at the meetings of the General Assembly or in the Council, as the case may be, and each member in good standing, in accordance with the SIGA Statutes, shall have one vote exercised through its authorised representative present at the meeting.
9.2. The members of the SIGA Internal Organs, including the Chair, Vice-Chairs, Council members and CEO, shall be elected by secret ballot.
9.3. Each Member of SIGA has one vote in the General Assembly electing the members of the SIGA Council, ratifying the appointment of the Chair and CEO of SIGA, and electing other members of the SIGA Internal Organs.
9.4. There shall be no proxy voting
10. Calling elections
10.1. Elections shall be called by the SIGA Council in accordance with the relevant provisions of the SIGA Statutes and these Electoral Regulations.
10.2. The call shall be sent to the SIGA Members and published on the SIGA website: www.siga-sport.com.
11. Independent Ad-Hoc Electoral Committee
11.1. For an appropriate period of time in the context if the SIGA elections, the Council shall appoint an independent Ad-Hoc Electoral Committee, who, with the help of SIGA Administration, will oversee the election of members of the SIGA Internal Organs.
11.2. In addition, the Committee shall have the following duties:
a) To supervise the administrative process relating to the elections and monitoring its compliance with the present regulations;
b) Admitting and rejecting candidatures, in accordance with the relevant provisions of the SIGA Statutes and these regulations.
11.3. If a member of the Committee is or becomes a candidate for a SIGA Internal Organ, he or she shall immediately become ineligible, or cease his or her function respectively, as a member of the Committee.
12.1. The outcome of any election shall be announced without delay and published in the SIGA website.
12.2. If Integrity Checks have not been completed, the public announcement of the outcome of an election may be delayed in the entire discretion of the Council (by simple majority) and the announcement to the meeting should be qualified by an accompanying announcement that the outcome is subject to the successful completion of Integrity Checks and may still be voided if these are unsuccessful.
ADOPTION AND ENFORCEMENT
These regulations were approved by the SIGA ad interim Council on 27 July 2017 and come into force with immediate effect. They were submitted for ratification by the General Assembly at its meeting of 27 July 2017 and were ratified accordingly.
Integrity Check Requirements and Procedure
1. In accordance with Section 8 of the SIGA Electoral Regulations, all nominees or appointees are required to submit to Integrity Checks under the auspices of the EC (or in the case of EC nominees, the ACC). The Integrity Check will determine the eligibility or ineligibility of the prospective nominee or appointee and no nomination or appointment shall be considered complete until the Integrity Check is completed to the satisfaction of the EC (or ACC where relevant).
2. The Integrity Check shall check the following criteria:
a) That the person has no criminal record anywhere in the world within the last 10 years that can reasonably be seen as negatively impacting the reputation of SIGA and/or negatively affecting the ability of the person to carry out the duties that she/he is appointed/elected for with the highest levels of professionalism and integrity;
b) That the person is not or has not in the last 10 years been disqualified from being a company director or manager in any regulatory jurisdiction;
c) That the person has not been undergoing clinical treatment for alcohol or drug abuse or problem gambling for the last five years;
d) That the person is not currently the subject of an order that deems the person incapable or not allowed or lacks the competence to manage their own affairs;
e) That the person is currently not banned from holding office in SIGA or any member of SIGA for a breach of the SIGA Statutes or Code of Ethics or the SIGA member’s
Statutes or Code of Ethics;
f) That the person has no inappropriate association with known criminals;
g) That the person and his/her immediate family has failed to disclose controlling or commercial interest in a SIGA member, commercial partner or supplier and has no more than 4% of the stock of a publicly traded company that is a member or commercial partner or supplier of SIGA;
h) That the person is not on any government or law enforcement watch list for terrorist or criminal activity or is under investigation for similar;
i) That the person has not, in the past 5 years, been the subject of a significant public scandal demonstrating, in the entire discretion of the EC (or ACC where relevant), moral unsuitability for office within SIGA;
j) That the person has not expressed public views (including in social media) that, if expressed as a SIGA office holder, would, in the absolute discretion of the EC (or ACC where relevant), actually or potentially bring SIGA into disrepute. In this respect, particular weight shall be given to statements that indicate racism, sexism, intolerance, extreme religious or political sentiments or beliefs or particular animosity towards any SIGA stakeholder;
k) That the person employed by, or under the control of any person, organisation or government hostile to SIGA and its objectives.
3. If the Integrity Check reveals a failure to fulfil any of the above criteria, the prospective nominee or appointee shall be ineligible for office in SIGA and their prospective nomination or appointment shall be withdrawn and, if they have already been nominated or appointed due to delay in the Integrity Checks, that nomination or appointment will be voided.
4. The EC (or ACC where relevant) may appoint, in their entire discretion, independent external resources with reputable credentials in the field to conduct the Integrity Check or any element of the Integrity Check.
5. Candidates for, and holders of, official positions subject to Integrity Checks are obliged to collaborate to establish the relevant facts. In particular, they shall comply, upon reasonable notice, with requests for any documents and information held by them.
6. All relevant data must be treated as strictly confidential by the body conducting the Integrity Checks concerned.
7. If the person believes the outcome of the Integrity Check in any aspect that renders him or her ineligible is incorrect or should not be taken into account for a compelling reason, that person may appeal to the EC (or ACC where relevant) in writing within five (5) working days of receiving notification of the decision that he or she is ineligible. The appeal must contain all evidence relied upon by the appellant. The EC may, in its entire discretion, hold a hearing with the appellant to explore the matter further before it makes its decision. The decision of the EC (or ACC where relevant) shall be final and binding.