Page 75 - SIGA Annual Report 2013

Basic HTML Version

SIGA’s Governance Practices
Does SIGA Align?
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. The evaluation results are reported in writing to the Board. The
President and CEO is evaluated based performance targets and measures
laid out in the 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. The President and CEO
evaluation is scheduled to be completed in July 2013.
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 Dr. Bob Kayseas, an external
consultant, and were completed in January 2013.
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 58-101F1, 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
reviews 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.
(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.