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74

SIGA’s Governance Practices

Does SIGA

Align?

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 2015-2016.

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

NI 58-101FI, Section 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.

Yes