Page 79 - 2012_Annual Report

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SIGA’s Governance Practices
Does SIGA Align?
NI 58-101F1, section 5(b)
5 (b) Describe steps the Board takes to ensure
Directors exercise independent judgement in
considering transactions and agreements where
a Director or officer has a material interest
5 (c) Describe other steps the Board takes to
encourage and promote a culture of ethical
business conduct.
SIGA has a written code of conduct policy applicable to all Directors. The
corporation has a Director’s Conflict of Interest Policy meant to protect the
Authority’s interest by outlining guidelines for the Authority’s Board which ensures
that a conflict of interest does not exist or appear to exist. The corporation has
a Disclosure of Wrongdoing Policy in place and, to further support that, the
Board has implemented an employee hotline that is independently operated.
The hotline provides a means for employees to report allegations of serious
wrongdoing and identify situations where wrongdoing is or has occurred so
it can be eliminated.
NP 58-201, section 3.10
3.10 The Board should appoint a nominating
committee composed of entirely independent
As identified in the by-laws of the corporation, the Board structure will be
comprised of no more than 13 Directors. The Federation of Saskatchewan
Indian Nations and the Tribal Councils appointing twelve of these directors (one
per Tribal Council) with the SIGA Board appointing one independent director
with financial expertise. All appointments are ratified by the Federation of
Saskatchewan Indian Nations Legislative Assembly.
The SIGA Board has undertaken the responsibility of developing a skills profile for
its Board Members. It is distributed to all shareholders for their use as criteria to
base their nomination/selection of directors.
NP 58-201, section 3.15
3.15 The Board should appoint a compensation
committee composed entirely of independent
The Board has appointed a Governance Committee (the Governance .Human
Resources & Ethics committees were amalgamated in January 2011), of entirely
independent directors who are responsible for compensation matters.
NP58-201, section 3.16
3.16 The compensation committee should have
a written charter establishing the committee’s
purpose, responsibilities, member qualifications,
member appointment and removal, structure,
operations (including any authority to delegate
to individual Directors or subcommittees) and
manner of reporting to the Board. In addition,
the compensation committee should be given
authority to engage and compensate outside
advisors necessary to permit it to carry out its work.
The Board has approved a new mandate for the Governance Committee with the
responsibilities to:
• Annually review and monitor Senior Executive contracts, compensation and
benefits program and recommend changes where appropriate.
• Ensure there are ongoing executive development programs that help promising
individuals within the organization develop the critical skills identified in the
succession plan.
• Annually review the administration of all management and staff benefit and
compensation plans to ensure conformity with approved policies.
• Review on a regular basis the mechanisms that management has in place
for employee recruitment and to monitor the retention of employees with a
process for monitoring risk.
• Based on the CEO evaluation results, the Governance Committee reviews and
makes recommendations to the Board regarding the CEO’s compensation.
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 the end of July 2012.