Page 70 - SIGA_2010-11 Annual Report

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SIGA’s Governance Practices
Does SIGA Align?
CODE OF BUSINESS CONDUCT AND ETHICS
NP 58-201, section 3.8
3.8 The Board should adopt a written code
of business conduct and ethics applicable
to Directors, officers and employees of the
corporation designed to promote integrity
and deter wrongdoing. The code should
address:
(a) conflicts of interest, including transactions
and agreements where a Director or officer
has a material interest.
(b) protection and proper use of corporate
assets and opportunities;
(c) confidentiality of corporate information;
(d) fair dealing with the corporation’s security
holders, customers, suppliers, competitors
and employees;
(e) compliance with laws, rules and
regulations; and
(f) reporting of illegal or unethical behaviour.
3.8 SIGA has developed a written Code of Conduct and Ethics Policy applicable
to all Directors, a separate Code of Conduct and Ethics Policy that is applicable
to Senior Management and a Code of Conduct and Ethics Policy applicable to
the employees.
The Directors Policy: The purpose of this document is to establish guidelines for
conduct required of all Directors of the Saskatchewan Indian Gaming Authority. In
addition, each Director must complete a Conflict of Interest Declaration form and
a Relationship Declaration form. The declaration forms shall be completed on an
annual basis, or more often in the event a potential conflict of interest situation
arises. The completed forms are forwarded to and retained on file in the Board
Secretary’s office. Copies are to be provided to the Ethics Committee. Conflict
of Interest declarations are completed at every Board and Committee meeting.
The President and CEO and Senior Management Policies: President and CEO and
senior managers are required to observe the highest standards of ethical conduct,
consistent with the values of integrity, impartiality and discretion, both within
and outside the workplace, and to promote a corporate culture in which ethical
conduct is recognized, valued and exemplified by everyone.
The President and CEO and all senior managers must sign a declaration form
upon commencement of employment with SIGA, acknowledging that they have
read and agree to follow SIGA’s Code of Conduct and Ethics Policy, sign a
Conflict of Interest and a Relationship Declaration form. The declaration forms
shall be completed on an annual basis, or more often in the event a potential
conflict of interest situation arises. The completed forms are forwarded to and
retained on file in the Corporate Solicitor’s office and are reviewed with the HR,
Comp & Ethics Advisory Committee.
Yes
NI 58-101F1, sections 5(a)
5 (a) Disclose whether the Board has adopted a
written code of ethical business conduct
for the Directors, officers and employees of
the corporation; how to obtain a copy of the
code; how the Board monitors compliance
with the code; and reference any material
change report in the most recent financial
year relating to any conduct of a Director
or officer that constitutes a departure
from the code.
5 (a) A copy of the Directors, President and CEO Code of Conduct Policy can
be obtained by contacting SIGA.
The Board Chair and the Ethics Advisory Committee monitor compliance with
the code of conduct policy for the Directors and the President and CEO. The
President and CEO monitors compliance with the code of conduct policy for
senior management. The Audit and Finance Committee is responsible for:
monitoring and reviewing the financial performance and internal controls of the
Authority; monitoring, reviewing and ensuring the adequacy of the Authority’s risk
management policies and procedures; enhancing the credibility and objectivity
of the Authority’s financial reports; and acting as a communication link between
the Board of Directors, the external and provincial auditors and the internal
auditor. The mandate of the Audit and Finance Committee shall be tabled at the
annual general meeting for review by the Members. The HR, Compensation and
Ethics Committee shall review the Authority’s overall compensation programs and
recommend compensation for the President and CEO and Senior Executive, and
ensure that the overall compensation structure provides appropriate incentives to
management and employees at all levels.
Yes
NP 58-201, section 3.9
3.9 The Board should monitor compliance
with the code and any waivers granted
for the benefit of Directors and executive
officers should be granted by the Board
or committee. Any waivers for a material
departure from the code for any Directors
or officers should disclose full details of
the material change.
3.9 The Board has delegated to the Board Chair and the HR, Compensation
& Ethics Advisory Committee the responsibility for monitoring compliance
with the Authority’s Code of Conduct Policy.
The HR, Compensation & Ethics Committee is responsible to receive and
consider Directors and Managers COI and Relationship Declaration Forms.
None were noted in 2010/11.
Yes