Page 64 - SIGA_2010-11 Annual Report

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HUMAN RESOURCES, COMPENSATION & ETHICS COMMITTEE – FELIX THOMAS, CHAIR
The objective of the Human Resources, Compensation & Ethics Committee is to assist the Board of
Directors in meeting their responsibilities by monitoring and reviewing human resource and compensation
strategies, policies and procedures to ensure that the Authority is observing the highest standards of
ethical business conduct. In September 2010, the Board amalgamated the HR & Ethics committees.
This committee met six times in the 2010/11 fiscal year.
ETHICS ADVISORY COMMITTEE – EDWARD HENDERSON, CHAIR
The Ethics Advisory Committee is responsible for monitoring the best practices in corporate ethics and
annually reviewing the Authority’s ethics policies, processes and practices to ensure that the Authority
continues to exemplify high standards of corporate ethics. The committee monitors compliance with the
code of conduct, conflict of interest and disclosure of wrongdoing policies on behalf of the Board. In
September 2010, the Board amalgamated the Ethics committee with the HR committee. Prior to the
amalgamation, this committee met three times in the 2010/11 fiscal year.
STRATEGIC AFFAIRS COMMITTEE – PERRY BELLEGARDE, CHAIR
The Strategic Affairs Committee is mandated to ensure that there are sufficient processes in place
to develop, maintain and monitor the strategic plan, provide direction on shareholder and stakeholder
relations and review and provide direction on new business opportunities. The Strategic Affairs
Committee is also responsible for reviewing, assessing and monitoring strategic level risk in SIGA’s
risk management plan and ensuring the appropriate risk mitigation strategies are in place. Further,
the Committee will review and provide recommendations on the Casino Operating Agreement and
the Framework Agreement. The committee met four times in 2010/11 fiscal year.
GOVERNANCE COMMITTEE – REGINALD BELLEROSE, CHAIR
The Governance Committee is responsible for, and reports to the Board about, the corporate
governance processes of the Board. The Governance Committee monitors the functioning of the
Board and committees of the Board, and recommends governance issues to be discussed by the Board
and committees of the Board. It is also responsible for ensuring timely and complete information and
decision-making at the Board and committee levels. The Governance Committee is responsible to ensure
annual review of the terms of reference of the Board and its committees. The committee coordinates the
bi-annual evaluations of the Board, the Board Chair, committees and the Director’s self-assessments. The
evaluations of the Board and its committees is scheduled for early in 2012. The Governance Committee
also oversees the annual evaluation of the CEO. The Board engaged with Shercon & Associates Inc.,
an independent third party, to conduct the evaluation of the President and CEO and the Board and
its committees. This committee met six times in the 2010/11 fiscal year.
GOVERNANCE PRACTICES
The SIGA Board has formally adopted a governance model with generally-accepted governance
practices, and a suite of corporate governance policies. These policies ensure continuity of good
governance practices and provide ongoing direction for the Board, its committees, and management.
To ensure that SIGA continues to exemplify high standards of corporate governance, it has been
mandated by the Board that the corporation’s governance practices be monitored annually and an
audit of all governance practices be conducted every three years with the most recent being completed
in January 2009 by the audit firm of Prosser and Associates. The audit firm of Price Water House
Coopers is scheduled to begin the next Board Governance audit in August 2011.
According to the previous audit completed by the firm Prosser and Associates, SIGA’s current
governance and disclosure practices are consistent with the guidelines advocated in the Ontario
Securities Commission National Policy 58-201. SIGA’s current disclosure practices are consistent
with the guidelines set out in the Ontario Securities Commission National Policy 58-101.
The Board substantially complies with its corporate governance policies. Unlike a publicly held entity,
SIGA is not required to comply with these policies. The corporation, however, has adopted an approach
of benchmarking itself to these standards.
SIGA’s alignment with the CSA Corporate Governance Guidelines is set out in the following scorecard: