Page 72 - SIGA Annual Report 2014

Basic HTML Version

72
SIGA’s Governance Practices
Does SIGA Align?
ORIENTATION AND CONTINUING
EDUCATION
NP 58-201, Sections 3.6 and 3.7
3.6 The board should ensure new
directors receive comprehensive
orientation and fully understand the
role of the board and committees, the
contribution individual directors are
expected to make and the nature and
operation of the business.
3.7 The board should provide continuing
education opportunities for all directors
to enhance their skills and abilities
and ensure their knowledge of the
corporation’s business is current.
3.6 The Governance Committee is responsible to ensure whether
the proper orientation and continuing education training opportunities
are made available to the Board. SIGA management has provided
comprehensive orientation training for all the Directors about the
business and the industry. SIGA also provides all Directors with a
comprehensive binder that contains essential reference materials.
3.7 The corporation has made available to the Directors the opportunity
to participate in education programs such as: The Directors College
– Chartered Directors Program, a comprehensive training program
focusing on best governance practices. All the Directors have
participated in an orientation program. On a regular basis industry
experts provide the Board with relevant information related to the
gaming industry. A number of the Directors have participated in other
governance or industry related conferences in 2013-2014.
Yes
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