Page 70 - 2008_2009_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 and Compensation Committee shall
review the Authority’s overall compensation programs and
recommend President and 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 and Business Expenses
(Board Members). The monitoring of compensation for directors
is the responsibility of the Governance Committee, who review
this on a bi-annual basis. The board determines compensation
by retaining the services of an external consultant to complete
a market survey utilizing industry standards.
(b) Board members will receive the following retainer fees on
an annual basis to be paid in quarterly installments:
Board Chairperson $8,000;
Board Director $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.
The board has approved a mandate for the Human Resources
and Compensation Committee with the core responsibilities to:
Annually review and monitor Senior Executive contracts,
compensation and benefits program 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 benefits program 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 compensation.