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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

July 2016.



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

December 2015.

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.



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.