SGP is committed to the highest standards of corporate governance practices as outlined by the Toronto Stock Exchange and corporate legislation. SGP regularly reviews its policies and procedures to ensure transparency, regulatory compliance and effective governance of the company.

 

The Board of Directors explicitly acknowledges responsibility for the stewardship of SGP, including:

• approving the overall direction of SGP in a manner that is in the best interests of the company and its stakeholders
• appointing the Chief Executive Officer (CEO)
• supervising the CEO and senior management
• reviewing SGP’s mission, its objectives and goals, and the strategy by which it proposes to reach those goals with senior management
• indentifying the principal risks of SGP’s business and ensuring the implementation of appropriate systems to manage these risks
• regularly monitoring the operational and financial performance of SGP
• developing SGP’s approach to corporate governance
• regularly monitoring the effectiveness of the Board and its committees
• ensuring effective and regular communication by SGP with its stakeholders
• ensuring that the legal requirements of the Board and SGP under legislation and common law are met

More details on our corporate governance can be found in the Corporate Governance Manual.

 

The committees analyze policies and strategies developed by management. They examine proposals and, where appropriate, make recommendations to the full Board. To ensure that SGP follows effective corporate governance practices, the Board has established the following committees: the Corporate Governance Committee, the Audit & Risk Management Committee, and the Compensation Committee.

Currently the Board is comprised of 6 directors; two executive and four non-executive directors.

Gary Thompson

Non-Executive Directors

Jack Carthy
Jerry Evans
Alfred Sorensen
Rita Theil
Bryan Bertacchi
Michael Atkinson
Daryl S. Clark

 

Under the Articles of SGP, the Board must have a minimum of three directors, the majority of which must be independent. The Board determines the status of each director as an “independent” director (ie non-executive director), based on the meaning of “independence” in National Instrument 58-101 Disclosure of Corporate Governance Practices. The directors are elected at SGP’s Annual General Meeting.

The purpose of the Corporate Governance Committee is to provide a focus on board governance that will enhance corporate performance. As well, the Committee assesses and makes recommendations regarding Board effectiveness and establishes a process for identifying, recruiting, appointing, re-appointing, and providing ongoing development of directors.

Members: Jack Carthy (Chair), Rita Theil, Gary Thompson

Primary responsibility for the financial reporting, information systems, risk management and internal controls of SGP is vested in management and overseen by the Board. The primary function of the Audit and Risk Management Committee is to assist the Board in fulfilling its financial oversight responsibilities by:

• reviewing SGP's financial plan
• reviewing the financial reports and other financial information provided by SGP to regulatory authorities and shareholders
• reviewing SGP’s systems of internal controls regarding finance and accounting
• reviewing SGP’s auditing, accounting and financial reporting processes
• reviewing and appraising the performance of SGP’s external auditors
• reviewing compliance with laws, regulations and policies that may apply
• reviewing areas of significant risk and management’s mitigation plan
• providing an open avenue of communication among SGP’s auditors, financial and senior management and the Board of Directors.

Members: Alfred Sorensen (Chair), Jack Carthy, Jerry Evans

 

The purpose of the Compensation Committee is to assist the Board in fulfilling its obligations relating to compensation of the CEO and other officers of the company. In particular, it is responsible for designing the compensation policies and procedures as they relate to the CEO and officers.

Members: Rita Theil (Chair), Jerry Evans, Alfred Sorensen

 

The Company has a number of policies which govern its board, management and employees.

This Code reflects SGP’s commitment to a culture of honesty, integrity and accountability, and outlines the basic principles and policies with which all employees are expected to comply.

 

The purpose of the Communication Policy is to ensure that communications to the investing public about SGP are made in accordance with all applicable legal and regulatory requirements including National Instrument 51-201 – Disclosure Standards (NI 51-201), and to ensure that SGP:

• controls the communications between SGP and its external stakeholders
• complies with its continuous and timely disclosure obligations
• promotes full disclosure and avoids selective disclosure of company information
• protects and prevents the improper use or disclosure of material information and confidential information
• educates SGP’s personnel on the appropriate use and disclosure of material information and confidential information
• fosters and facilitates compliance with applicable laws

Canadian securities laws prohibit “insider trading” and impose restrictions on the trading of shares or other securities issued by SGP while in possession of material undisclosed facts or changes relating to SGP. The purpose of this Policy is to raise the general level of awareness of the trading and confidentiality obligations of directors, officers and employees of SGP and others who may be in possession of, or may have access to, confidential, material information regarding SGP. The rules set out in this Policy are intended to ensure that persons having knowledge of material information not generally disclosed to the public do not take advantage of such information through trading in securities issued by SGP or in securities of other corporations whose price would be affected by such undisclosed material information. This Policy is also intended to ensure that SGP’s directors, officers and employees act, and are perceived to act, in accordance with applicable laws and the highest standards of ethical and professional behaviour.

 

Securities Regulators in Canada have established rules requiring the audit committees of public companies to develop procedures for complaints received regarding accounting, internal accounting controls or auditing matters, and for a confidential, anonymous submission procedures for employees who have concerns regarding questionable accounting or auditing matters. To meet these requirements, SGP’s Audit & Risk Management Committee has developed a Whistleblower Policy.