Page 53 - 2007_2008_Annual_Report

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NI 58-101F1, sections 7(c)
(c) If the board has a compensation
committee, describe the responsibilities,
powers and operation of the committee.
The Human Resources and Compensation Committee
serves as SIGA’s compensation committee. This is a
standing committee and serves as an advisory committee
and is appointed by the Board. The Human Resources
Committee’s core responsibilities are identified above.
NP 58-201, section 3.17
3.17 The compensation committee should be
responsible for: reviewing and approving
corporate goals and objectives relevant
to CEO compensation, evaluating the
CEO’s performance in light of those
corporate goals and objectives, and
determining the CEO’s compensation
level based on the evaluation; making
recommendations to the board
respecting non-CEO officer and director
compensation, incentive-compensation
plans and equity-based plans; and
reviewing executive compensation prior
to public disclosure.
The Board shall evaluate the performance of the President
& CEO annually. The Governance Committee oversees the
evaluation of the President & CEO. They are responsible
to ensure that the evaluation results are reported in
writing to the Board. The President & CEO shall be held
to account for achieving the Board’s ends directives, as
stated in the corporate Strategic Plan, and for complying
with management limitations policies prescribed by the
Board. The results of the CEO’s performance are approved
by the full Board. This policy is monitored by the Chair of
the Board.
NI 58-101F1, sections 7(d)
(d) If a compensation consultant has
been retained, at any time during
the Corporation’s most recently
competed fiscal year, to assist in
determining compensation for any of
the Corporation’s directors and officers,
disclose the identity of the consultant
and briefly summarize their mandate.
If retained to perform any other work,
state that fact and briefly describe the
nature of the work.
In 2007/08, the corporation retained the services of Mercer
Consultants, Ailsa Forsgren to collect and analyze market
data for Directors remuneration as per policy requirement
B03-032 Governance Committee Mandate 6.1F.
NI 58-101F1, section 8
If the board has standing committees
of the board, other than audit,
compensation and nominating
committees, identify the committees
and describe their function.
The SIGA Board has the following standing committees
in place: Audit and Finance, Ethics Advisory, Governance
and Human Resources and Compensation. All committees
have comprehensive mandates that meet the policy
requirements. The core responsibilities for each committee
are listed below.
Audit and Finance Committee
The Board has approved a mandate for the Audit and
Finance Committee and the core responsibilities are:
Internal Audit
• Review as required and recommend to the Board the
Internal Auditor’s mandate and the structure of the
internal audit function.
• Recommend to the Board the appointment,
reappointment or dismissal of the internal auditor.
SIGA’s Governance Practices
Does SIGA Align?