Page 74 - SIGA Annual Report 2013

Basic HTML Version

SIGA’s Governance Practices
Does SIGA Align?
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 Governance Committee is responsible to receive and consider
Directors and Managers COI and Relationship Declaration Forms. In
2012/13 there were no COI recommended for review.
NI 58-101FI, 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 of entirely independent
directors who are responsible for compensation matters.
NP 58-201, 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 Governance Committee responsibilities include:
• 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