Page 80 - 2012_Annual Report

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SIGA’s Governance Practices
Does SIGA Align?
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 occur on a two-year cycle.
The evaluations were conducted by Meyers Norris Penny, an external consultant,
and will be completed in July 2012.
The Board and its Committees review their Terms of Reference annually. The
Board have developed skills matrix that will be utilized for future planning.
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 Governance 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.
NI 58-101F1, sections 7(d)
(d) If a compensation consultant has been retained,
at any time during the corporation’s most recently
completed fiscal year, to assist in determining
compensation for any of the corporation’s Directors
and officers, disclose the identity of the consultant
and briefly summarize their mandate. If retained to
perform any other work, state that fact and briefly
describe the nature of the work.
The Board did not retain the services of a compensation consultant in 2011/12.
This work was completed by the internal auditors.
NI 58-101F1, section 8
8 If the Board has standing committees of the
Board, other than audit, compensation and
nominating committees, identify the committees
and describe their function.
The SIGA Board has appointed the following standing committees to conduct the
business of the corporation: Governance Committee (the Governance .Human
Resources & Ethics committees were amalgamated in January 2011), Audit &
Finance Committee and the Strategic Affairs Committee. All committees have
comprehensive mandates that meet the policy requirements. All committee
mandates are available upon request from SIGA.