Page 72 - 2009_2010_Annual_Report

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SIGA’s Governance Practices
Does SIGA Align?
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 evaluates 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
performance targets, 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.
NP 58-201, section 3.18
3.18 and each individual Director should be
regularly assessed regarding his, her or
its effectiveness and contribution. An
assessment should consider
(a) in the case of the Board or a Board
committee, its mandate or charter, and
(b) in the case of an individual Director,
the applicable position description(s),
as well as the competencies and skills
each individual Director is expected to
bring to the Board.
In 2009-10 the Board through the Governance Committee conducted an
evaluation of the Directors, Board Chair and its Committees and reported the
results in writing to the Board. The evaluation happens on a two- year cycle.
The evaluations were conducted by an external consultant, Dr. David Sheridan
of Shercon & Associates.
The Board and its Committees review their Terms of Reference annually.
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. The internal auditor Price
Waterhouse Coopers is completing a review of the current compensation rates.
(b) Board members receive the following retainer fees on an annual basis to be
paid in quarterly instalments:
Board Chairperson $8,000;
Board Director $6,000;
Board/Committee Chairperson meeting fee $700;
Board/Committee Member meeting fee $600.
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.