Page 72 - SIGA_2010-11 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. The President and CEO evaluation is scheduled to be
completed by July 2011.
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.
The Board, Committees, and the Chairman evaluation occurs on a two-year
cycle. The evaluations will be conducted by Meyers Norris Penny, an external
consultant, in early 2012.
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 PWC
completed 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 $18,000;
Committee Chair $12,000;
Director $10,000;
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, Compensation & Ethics Advisory Committee serves as
SIGA’s compensation committee. This is a standing committee and serves as an
advisory committee appointed by the Board. The committee’s core responsibilities
are identified above.