SIGA’s Governance Practices
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 on 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
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 Chair evaluation occur on
a two year cycle. The evaluations were conducted by Dr.
Bob Kayseas, an external consultant, and were completed in
The Board and its committees review their terms of reference
annually. The Board has developed a skills matrix that will be
used 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
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 biannual
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 Chair $18,000; committee chair $16,000; director
$12,500; All Board members meeting fee $700.
NI 58-101F1, Section 7(c)
7 (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, Section 7(d)
7 (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 not retain the services of a compensation
consultant services in 2015-2016.
OTHER BOARD COMMITTEES
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.