Page 78 - 2012_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 Governance
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
Governance 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 Governance 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 Governance 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 Governance Committee
the responsibility for monitoring compliance with the Authority’s Code of
Conduct Policy.
The Governance Committee is responsible to receive and consider Directors
and Managers COI and Relationship Declaration Forms. In 2011/12 one COI was
reviewed with a recommendation from the committee that was forwarded to
the Board.
Yes