Page 74 - SIGA Annual Report 2014

Basic HTML Version

SIGA’s Governance Practices
Does SIGA Align?
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 installments:
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.
NI 58-101F1, Sections 7(d)
(d) If a compensation consultant has
been retained, at any time during
the corporation’s most recently
completed fiscal year, to assist in
determining compensation for any of
the corporation’s Directors and officers,
disclose the identity of the consultant
and briefly summarize their mandate.
If retained to perform any other work,
state that fact and briefly describe the
nature of the work.
The Board did not retain the services of a compensation consultant
in 2013-2014.
NI 58-101F1, Section 8
8 If the Board has standing committees
of the Board, other than audit,
compensation and nominating
committees, identify the committees
and describe their function.
The SIGA Board has appointed the following standing committees
to conduct the business of the corporation: Governance Committee,
Audit & Finance Committee and the Strategic Affairs Committee.
All committees have comprehensive mandates that meet the policy
requirements. All committee mandates are available upon request
from SIGA.