Page 71 - 2008_2009_Annual_Report

Basic HTML Version

SIGA’s Governance Practices
Does SIGA Align?
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 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
and CEO annually. The Governance Committee oversees the
evaluation of the President and CEO. They are responsible for
ensuring that the evaluation results are reported in writing
to the board. The President and 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 2008/09, the corporation retained the services of external
consultants Watson Wyatt to complete a market survey, utilizing
industry standards in Saskatchewan and Western Canada in
determining executive and employee compensation.
NI 58-101F1, section 8
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 are listed below with the exception
of Human Resources and Compensation (identified above).
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.
Ensure internal audit’s independence through direct
communication with the Audit and Finance Committee,
review and approve the annual plans, accomplishments
and cost of the internal auditor and report to the board the
nature of any matter from the internal auditor’s report that
remains unresolved.
Review the quality of service and performance of the
internal auditor.