Page 52 - 2007_2008_Annual_Report

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SIGA’s Governance Practices
Does SIGA Align?
NP 58-201, section 3.15
3.15 The board should appoint a
compensation committee composed
entirely of independent directors.
The Human Resources & 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.
NI 58-11F1, sections 7(a) and (b)
7 (a) Describe the process by which the
board determines compensation for the
directors and officers of the Corporation.
(b) Disclose whether the board has a
compensation committee composed
entirely of independent directors and,
if not, describe the steps the board
takes to ensure an objective process
for determining such compensation.
7(a) The corporation has developed a number of policies
to assist in determining rates for Director Compensation.
Directors will be compensated for serving on SIGA’s
Board through a combination of retainer fees and per
diems. Directors will be reimbursed for travel and business
expenses in accordance with Corporate Policy No.
B03-017 Travel & Business Expenses (Board Members).
The monitoring of compensation for Directors is the
responsibility of the Governance Committee, who review
this on an annual basis.
(b) Board members will receive the following retainer fees
on an annual basis to be paid in quarterly installments:
Board Chairperson $8,000;
Board Member $6,000.
Board/Committee Chairperson meeting fee $700;
Board/Committee Member meeting fee $600.
NP58-201, section 3.16
3.16 The compensation committee should
have a written charter establishing the
committee’s purpose, responsibilities,
member qualifications, member
appointment and removal, structure,
operations (including any authority
to delegate to individual directors
or subcommittees) and manner of
reporting to the board. In addition,
the compensation committee should
be given authority to engage and
compensate outside advisors necessary
to permit it to carry out its work.
Human Resources and Compensation Committee –
The Board has approved a mandate for the Human
Resources and Compensation Committee with the core
responsibilities to:
• Annually review and monitor Senior Executive Team
contracts, compensation and benefit programs and
recommend changes where appropriate.
• Annually review and monitor other Senior Management
Position compensation and benefit programs and any
proposed changes and report to the Board for information
in advance of any such changes being implemented.
• Annually review and monitor management and staff
compensation and benefit programs and policies and
recommend changes or new programs where appropriate.
• Ensure there are ongoing executive development programs
that help promising individuals within the organization
develop the critical skills identified in the succession plan.
• Annually review the administration of all management and
staff benefit and compensation plans to ensure conformity
with approved policies.
• Review on a regular basis the mechanisms that
management has in place for employee recruitment
and to monitor the retention of employees with a
process for monitoring risk.
• Based on the CEO evaluation results, the Human
Resource Compensation Committee reviews and makes
recommendations to the Board regarding the CEO’s