Page 73 - SIGA Annual Report 2014

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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
2013-2014 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 Directors.
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 Directors.
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 reviews and monitors 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 benefits
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 compensation.
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 2014.