Page 71 - 2009_2010_Annual_Report

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SIGA’s Governance Practices
Does SIGA Align?
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
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.
NP 58-201, section 3.15
3.15 The Board should appoint a compensation
committee composed entirely of
independent Directors.
The Board has appointed a Human Resources and Compensation Committee
of entirely independent Directors.
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 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.