Page 73 - SIGA Annual Report 2013

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73
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: establishes 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 require that
management 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 sign a declaration form
upon commencement of employment with SIGA, and 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 -101 FI, 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