SIGA_Annual_Report_2015 - page 90

SIGA’s Governance Practices
Does SIGA Align?
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 2015.
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 occurs on
a two-year cycle. The evaluations were conducted by Dr. Bob
Kayseas, an external consultant, and were completed in January
2013. The next evaluations will begin in December 2015.
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 retain the services the Hay Group for
compensation consultant services in 2014-2015, to complete
the Board compensation review. As per policy B03-010.
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.
1...,80,81,82,83,84,85,86,87,88,89 91,92
Powered by FlippingBook