SIGA_Annual_Report_2015 - page 88

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SIGA’s Governance Practices
Does SIGA Align?
NI 58-101FI, sections 3(a) and (b)
3 (a) Disclose whether the Board
has developed written position
descriptions for the Chair of the
Board and the Chair of each Board
committee and, if not, describe how
the Board delineates the role and
responsibilities of each such position.
(b) Disclose whether the Board
and CEO have developed a written
position description for the CEO.
3 (a) The Board has policies in place that set out the roles and
responsibilities for the Board Chair, Vice Chair and Committee
Chairs. In addition to this the committees all have written
mandates adopted by the Board that delineate the roles and
responsibilities of that committee.
(b) The Board has developed a comprehensive job description
for the CEO.
Yes
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 .
and the Johnson Shoyama & Browne Governance Director
Education & Certification Program. Both are comprehensive
training programs 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 2014-2015.
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
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