SIGA_Annual_Report_2015 - page 89

SIGA’s Governance Practices
Does SIGA Align?
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.
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. There were no recommendations from
Governance on COI’s for this period.
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.
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