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75

SIGA’s Governance Practices

Does SIGA

Align?

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.

The Governance Committee is responsible to receive and consider directors

and managers COI and relationship declaration forms.

Yes

NI 58-101FI, Sections 5(b) and (c)

5 (b) Describe steps the Board takes

to ensure directors exercise

independent judgment in

considering transactions and

agreements where a director or

officer has a material interest.

(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.

Yes

NOMINATION OF DIRECTORS

NP 58-201, Section 3.10

3.10 The Board should appoint

a nominating committee

composed of entirely

independent directors.

As identified in the bylaws 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 appoint 12 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.

N/A

COMPENSATION

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.

Yes

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 recommends 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.

Yes