SIGA’s Governance Practices
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
The Governance Committee is responsible to receive and consider directors
and managers COI and relationship declaration forms.
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
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.
NOMINATION OF DIRECTORS
NP 58-201, Section 3.10
3.10 The Board should appoint
a nominating committee
composed of entirely
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.
NP 58-201, Section 3.15
3.15 The Board should appoint
a compensation committee
composed entirely of
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
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