Page 69 - 2008_2009_Annual_Report

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SIGA’s Governance Practices
Does SIGA Align?
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 a copy of the code; how 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 Directors, President and CEO 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 for the directors
and the President and CEO. The President and CEO monitors
compliance with the code of conduct policy for senior
management. The Audit and 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 and Finance Committee shall be tabled at the annual
general meeting for review by the members. The HR
and Compensation Committee shall review the authority’s
overall compensation programs and recommend compensation
for the President and CEO and Senior Executive, and ensure
that the overall compensation structure provides appropriate
incentives to management and employees at all levels.
NP 58-201, section 3.9
3.9 The board should monitor compliance
with the code and any waivers granted
for the benefit of directors and executive
officers should be granted by the board
or committee. Any waivers for a material
departure from the code for any directors
or officers should disclose full details of
the material change.
3.9 The board has delegated to the board Chair and the
Ethics Advisory Committee the responsibility for monitoring
compliance with the Authority’s Code of Conduct Policy.
NI 58-101F1, section 5(b)
5 (b) Describe steps the board takes to
ensure directors exercise independent
judgement in considering transactions
and agreements where a director or
officer has a material interest
5 (c) Describe other steps the board takes
to encourage and promote a culture of
ethical business conduct.
SIGA has a written code of conduct policy applicable to all
directors. The corporation has a Director’s Conflict of Interest
Policy meant to protect the authority’s interest by outlining
guidelines for the authority’s board which ensures that a
conflict of interest does not exist or appear to exist. The
corporation has a Disclosure of Wrongdoing Policy in place and,
to further support that, the board has implemented an employee
hotline that is independently operated. The hotline provides a
means for employees to report allegations of serious wrongdoing
and identify situations where wrongdoing is or has occurred so it
can be eliminated.
NP 58-201, section 3.10
3.10 The board should appoint a nominating
committee composed of entirely
independent directors.
As identified in the by-laws of the corporation the board structure
will be comprised of no more than 13 directors. The Federation
of Saskatchewan Indian Nations and the Tribal Councils
appointing twelve of these directors (one per Tribal Council)
with the SIGA board appointing one independent director
with financial expertise. All appointments are ratified by the
Federation of Saskatchewan Indian Nations Legislative Assembly.
The SIGA board has undertaken the responsibility of developing
a skills profile for its board members. It is distributed to all
shareholders for their use as criteria to base their nomination/
selection of directors.