Page 50 - 2007_2008_Annual_Report

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SIGA’s Governance Practices
Does SIGA Align?
NP 58-201, section 3.8
3.8 The board should adopt a written code
of business conduct and ethics applicable
to directors, officers and employees of
the corporation designed to promote
integrity and deter wrongdoing. The
code should address:
(a) conflicts of interest, including
transactions and agreements where a
director or officer has a material interest.
(b) protection and proper use of corporate
assets and opportunities;
(c) confidentiality of corporate information;
(d) fair dealing with the corporation’s
security holders, customers, suppliers,
competitors and employees;
(e) compliance with laws, rules and
regulations; and
(f) reporting of illegal or unethical behaviour.
3.8 SIGA has a written Code of Conduct Policy applicable
to all Directors. The purpose of this document is to establish
guidelines for conduct required of all directors of the
Saskatchewan Indian Gaming Authority.
The guidelines are not intended to be exhaustive. If
issues outside the explicit guidelines arise, they should be
addressed in accordance with the general principles in this
document or through the exercise of sound business and
ethical judgment. Directors may seek guidance from the
Saskatchewan Indian Gaming Authority legal counsel. These
guidelines are supplementary to any statutory or common
law duties and obligations and to any other standards of
conduct applicable to directors. The corporation has a code
of Conduct Policy, a Directors Conflict of Interest Policy and
a Disclosure of Wrongdoing Policy and has implemented an
employee hotline that is independently operated.
The Code addresses conflict of interest and confidentiality. In
addition, each Director must complete a Conflict of Interest
Declaration form and a Relationship Declaration form. The
Declaration forms shall be completed on an annual basis,
or more often in the event a potential conflict of interest
situation arises. The completed forms are forwarded to
and retained on file in the Board Secretary’s office. Copies
are to be provided to the Ethics Committee. Conflict of
Interest declarations are completed at every Board and
Committee meeting.
NI 58-101F1, sections 5(a)
5 (a) Disclose whether the board has adopted
a written code of ethical business
conduct for the directors, officers and
employees of the corporation; how to
obtain copy of the code; how to the
board monitors compliance with the
code; and reference any material change
report in the most recent financial year
relating to any conduct of a director or
officer that constitutes a departure from
the code.
5 (a) A copy of the Director’s Code of Conduct Policy can
be obtained by contacting SIGA.
The Board Chair and the Ethics Advisory Committee
monitor compliance with the Code of Conduct policy.
The President & CEO monitors compliance with the
Community Relations Sponsorship Policy. The Audit &
Finance Committee is responsible for: monitoring and
reviewing the financial performance and internal controls
of the Authority; monitoring, reviewing and ensuring the
adequacy of the Authority’s risk management policies and
procedures; enhancing the credibility and objectivity of the
Authority’s financial reports; and acting as a communication
link between the Board of Directors, the external and
Provincial auditors and the internal auditor. The mandate
of the Audit & Finance Committee shall be tabled at the
Annual General Meeting for review by the members. The
HR & Compensation Committee shall review the Authority’s
overall compensation programs and recommend President
& CEO and Senior Executive Team compensation, and
ensure that the overall compensation structure provides
appropriate incentives to management and employees
at all levels.