SIGA’s Governance Practices
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
opportunities for all directors to
enhance their skills and abilities
and ensure their knowledge
of the corporation’s business
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.
CODE OF BUSINESS CONDUCT
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
(b) Protection and proper use of
corporate assets and
(c) Confidentiality of corporate
(d) Fair dealing with the corporation’s
security holders, customers,
suppliers, competitors and
(e) Compliance with laws, rules and
(f) Reporting of illegal or unethical
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.
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.