2014 SaskEnergy Annual Report
Statement of Corporate Governance Practices 2024-25
2024-25 Statement of Corporate Governance Practices
Board of Directors SaskEnergy’s Board of Directors (“Board”) is led by Board Chair Susan Barber (K.C., C.Dir.) and Vice Chair Nola Joorisity (FCPA, FCA, CMA, C.Dir.). Board member biographies can be viewed at https://www.saskenergy. com/about-us/our-company/board-directors. Executive Committee SaskEnergy has an eight-member Executive Team led by President and Chief Executive Officer (“CEO”) Mark Guillet (K.C., CIC.C, ICD.D). Executive biographies can be viewed at https://www.saskenergy.com/about-us/our-company/ executive-leadership. Corporate Profile SaskEnergy is a Saskatchewan Crown corporation (“SaskEnergy” or the “Corporation”) governed by The SaskEnergy Act . It is a designated subsidiary of Crown Investments Corporation (“CIC”). CIC operates as a holding company for commercial Crown corporations and commercial investments owned by the Government of Saskatchewan. The Government of Saskatchewan (“Owner” or the “Government”) owns SaskEnergy. As of January 1, 2024, the Minister Responsible for SaskEnergy became the Registered Distributor of marketable and non-marketable natural gas in the Province of Saskatchewan in place of SaskEnergy as a result of amendments to The SaskEnergy Act in December 2023 and December 2024. All of SaskEnergy’s powers, rights, authority and obligations with respect to Part 1 of the Greenhouse Gas Pollution Pricing Act became exclusive to the Government. In addition, SaskEnergy was directed to undertake the physical distribution and delivery of marketable natural gas or non-marketable natural gas in Saskatchewan as a service provider to the Government pursuant to a Directive of the Minister. SaskEnergy’s Approach to Governance SaskEnergy is committed to high standards of governance that are consistent with regulatory expectations and evolving best practices. As a Crown corporation, SaskEnergy is not legally obligated to comply with the Canadian Securities Administrators (CSA) Governance Guidelines, as SaskEnergy does not have share capital and is not a reporting issuer. However, SaskEnergy benchmarks against these governance practices, including National Policy 58-201 and National Instrument 58-101, the guidelines of the Chartered Professional Accountants of Canada, and observations of the Office of the Auditor General of Canada, Treasury Board of Canada Secretariat and Conference Board of Canada, and those guidelines are used as applicable. The practices of SaskEnergy are substantially consistent with these standards as published.
Board Composition SaskEnergy’s Board is representative of the
Saskatchewan community and industry. According to The SaskEnergy Act , the Lieutenant Governor in Council may appoint up to twelve (12) members and designate a Chair and a Vice Chair. Members represent community/ stakeholder diversity and possess various attributes, including industry expertise, strategic leadership, entrepreneurial and communication skills, integrity, flexibility, initiative and sound judgment. Members are appointed to a fixed term by the Lieutenant Governor in Council, who may renew the term. There are currently eleven (11) members appointed to SaskEnergy’s Board. These same people sit as members on the Boards for each of SaskEnergy’s three (3) direct wholly-owned subsidiary companies: TransGas Limited (“TransGas”); Bayhurst Gas Limited; and Many Islands Pipe Lines (Canada) Limited. Board Independence Good governance provides that Board members should be independent. A Director is independent if they have no direct or indirect material relationship with the company. In this reporting period, none of the Directors have direct material contracts or relationships with the Corporation, nor have they received remuneration from the Corporation except the fees and compensation concerning their role as Directors and Committee members, or as Directors of subsidiaries of the Corporation as outlined below. The Directors have not been employees of the Corporation, and the President and CEO does not have a vote on the Board. However, the Board Chair, Susan Barber, K.C., is a partner in a law firm that has performed legal services for the Corporation in the 12-month reporting period. Another Board member, Milad Alishahi, is also a partner in a different law firm that has performed legal services for the Corporation in the 12-month reporting period. Each of them is deemed to have a material indirect relationship with the Corporation and are recused from items on fees for the firms. CIC addresses this independence issue through a Protocol Regarding Lawyers Serving on Subsidiary Crown Corporation Boards of Directors (the “Protocol”). The Protocol adopts the principle that for a Director to be independent, they must be free from a direct or indirect material relationship to the Corporation and not in a position to influence the choice of law firms. Given the smaller local market in Saskatchewan for legal services, while the Protocol restricts Directors from any direct material relationship, it allows a limited indirect relationship subject to parameters set out in the Protocol. These parameters include pre-approval
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2024-25 Statement of Corporate Governance Practices
of legal services by a Board Committee, declarations of conflict, no direct benefit to the Director, and restriction of information to that Director. The Environmental, Social and Governance (ESG) Committee of the Board, which includes independent non-lawyer Board members, reviews and approves the Corporation’s external legal service providers following the Protocol on an as-required basis and reviews the services these law firms provide. The Board Chair, Susan Barber, K.C. and Board member, Milad Alishahi, are lawyers subject to this Protocol. Throughout this disclosure, the asterisk by their name reflects that they are not independent due to the deemed material indirect relationship. All other Directors, including the Vice Chair of the Board, are independent of management. Board Mandate Good governance starts with the Board. The SaskEnergy Board provides stewardship, including direction setting and general oversight of the Corporation’s operations management, and oversees and closely monitors the Corporation’s adherence to The SaskEnergy Act and its Regulations. The Directors serve on committees that specialize in key areas: audit, finance and risk review; environment, social and governance; and human resources and safety. The Board’s mandate is outlined in the Board’s Terms of Reference, which defines its roles and responsibilities. The Board sets the strategic direction for the Corporation, ensures the integrity and adequacy of its systems and management practices, recommends the appointment or termination of the CEO, and regularly examines the objectives and mandates of its structure. The Board promotes a culture of integrity, evaluates the Corporation’s performance, monitors financial results, and oversees the management of the Corporation, strategic plan, and material and corporate risks. Board Renewal and Appointment Directors are ultimately appointed by the Government by Order in Council, upon the recommendation of CIC and the Board. Through the ESG Committee, the Board also undertakes an evergreen approach in analyzing the skills and experience necessary for the composite blend and full functioning of the Board and its Committees and makes nomination recommendations to the Minister of Crown Investments. If required or directed by Government, the ESG Committee is charged with leading the process to identify, recruit and recommend qualified candidates for appointment to the Board.
The ESG Committee assesses the skills and competencies of the Board and its Committees to support the strategic direction and operational needs of the Corporation. The Board has approved and adopted a Skills Matrix of those skills desired or required of Board members. The ESG Committee performs a skills gap analysis intended to assist in achieving a balance of Board members’ skills through the recruitment/appointment of new members. The ESG Committee may meet with potential candidates to assess the overall fit with the blend of skills and experience of the current Board, time availability, or any potential conflicts that could limit their full participation. The ESG Committee also makes annual recommendations to the Board regarding the appropriate structure, size and composition of the Board and its Committees, and the required qualifications. Position Descriptions Written position descriptions posted on SaskEnergy’s website set out the roles and responsibilities of the Chair, Committee Chairs and individual Directors. The role of the Chair is to provide leadership in Board organization, processes, effectiveness and renewal. The Chair’s role is to balance the roles of the Board and management in the course of the Board discharging its fiduciary and legal responsibilities. The position description for Directors sets out their roles and responsibilities, including legal requirements, accountability, stewardship, knowledge and education, conflicts, confidentiality and expectations for attendance and review of materials in preparation for meetings. The CEO’s mandate sets out the principal duties and responsibilities for the CEO. This mandate forms the basis for the goals and objectives of the CEO and is incorporated into the annual performance objectives against which the Human Resources and Safety Committee measures the CEO’s performance. Orientation and Continuing Education The Board has approved and adopted a Board of Directors Training Policy (the “Training Policy”). The Training Policy has a comprehensive orientation curriculum, including specific training sessions to ensure that new and continuing Directors develop a strong understanding of SaskEnergy’s business and current challenges, as well as Board and Committee roles and the individual contributions Directors are expected to make. Board members also participate in continuing education on industry issues, financial reporting, business operations, procedural issues and ethical obligations to enhance their skills and knowledge.
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The most recent Board training occurred in September 2024. At that meeting, the agenda included an exercise and training about cyber security and privacy breach response to equip Board members with a comprehensive understanding of cyber security, ransomware and privacy breach events. Through a tabletop exercise, the Board covered key terminology, concepts, impacts and response lifecycles, with a primary focus on the end-to-end organizational incident response activities, roles, responsibilities, processes, protocols and typical decision deliberations for handling a ransomware incident at SaskEnergy. In addition, the Board members typically interact with management and employees through attending functions such as the employee service achievement awards or through touring corporate offices, facilities sites or business units as part of Board meetings. CIC also facilitates additional Director training as part of its Subsidiary Crown Directors Training Program. This additional training was deferred to 2025-26. Furthermore, CIC also hosts meetings periodically throughout the year for the Board Chair and each of the Committee Chairs to discuss issues with the Chairs of other Saskatchewan Crown corporations. These meetings serve as forums to look at matters such as best practices and efficiencies, and to receive messaging from the Owner.
handling information, protecting or using corporate assets, confidentiality, conduct with suppliers and customers, business hosting, international business, conflicts of interest, compliance with laws and policies, and reporting. To further promote public confidence in the integrity of SaskEnergy and its employees, the Board has approved and adopted a Whistleblower Policy that sets out a formal process for the reporting and investigation of, and appropriate follow-up for, actual or potential complaints of wrongdoing. Compliance with the Code is reinforced through annual mandatory online training for all employees. In addition, The Public Interest Disclosure Act (PIDA) provides employees with another mechanism to disclose wrongdoing. PIDA protects individuals from reprisal if, in good faith, they sought advice about making a disclosure, made a disclosure, cooperated in a PIDA investigation or declined to participate in a suspected wrongdoing. There is also a Reporting of Losses policy that requires disclosure to the police, the Board, CIC Board and Minister, of all losses greater than five hundred dollars ($500.00). The Code, Whistleblower and Reporting of Losses policies (the “Ethics Policies”) are posted on the SaskEnergy intranet for employees. The Code and Whistleblower policies are also posted on SaskEnergy’s website for public access. In addition, a process is posted on the website for the public to contact the Chair of the ESG Committee, in confidence, to report a perceived violation of the Code or Whistleblower Policy. The ESG Committee is responsible for monitoring compliance with the Ethics Policies. Management receives and monitors any reports arising under the Code, the Whistleblower Policy, and the Reporting of Losses Compliance Procedures. There is a protocol outlined for management on how to address complaints under the Ethics Policies. Depending on the issue, management will either report to the ESG Committee immediately, or at least annually, for matters relating to the Code, semi-annually for issues relating to the Whistleblower Policy, or quarterly for issues relating to the Reporting of Losses Policy. In addition to the Code, SaskEnergy’s Directors abide by CIC’s Directors’ Code of Conduct. The ESG Committee is the Ethics Advisor for this purpose. The Ethics Advisor administers, monitors and enforces the Directors’ Code of Conduct, including reporting annually to the Board concerning compliance. Upon appointment, a Director declares (“Declarations”) to the ESG Committee the number of other Boards on which they sit as Directors and any material interests in
Board and Director Performance Assessment
To ensure adequate Board performance, the ESG Committee conducts annual performance reviews of the Board, the Board Committees, Chairs and individual Directors. On a rotational, triennial basis, the ESG Committee arranges a survey of each Director to obtain their feedback on the effectiveness and contributions of the Board, Committees, Chairs and individual Directors. The ESG Committee may utilize the assistance of an external consultant to conduct the survey task. The ESG Committee conducted an evaluation of all Board Committees and Committee Chairs for the 2024-25 reporting period, which was completed on April 17, 2024. Integrity and Ethics SaskEnergy promotes a strong culture of ethical business conduct at all levels of the Corporation. The Board has approved and adopted a written Code of Business Conduct and Ethics (the “Code”) that applies to employees, contractors, officers and Directors of SaskEnergy. The Code, designed to promote integrity and deter wrongdoing, is based on fairness, honesty, equal treatment and accountability. It provides guidelines on
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2024-25 Statement of Corporate Governance Practices
any SaskEnergy business and/or any material contract with SaskEnergy or its subsidiaries. This is meant to proactively address the person’s ability to perform their role, and any potential conflict of interest. It is also standard procedure to commence all Board and Committee meetings with an in-camera agenda where Board members are asked to declare any conflicts of interest or changes to outside employment or directorships that may create a potential or perceived conflict of interest. Management reviews the meeting agenda against the Board member Declarations before each Board and Board Committee meeting, any material relating to a matter where a conflict has been declared is not distributed to that Director. Likewise, any Director subject to CIC’s Protocol Regarding Lawyers Serving on Subsidiary Crown Corporation Boards of Directors, will recuse themselves from consideration of any item creating a potential conflict of interest. During this reporting period, no waivers were granted by the Board to any Director or Officer authorizing non-compliance with the Ethics Policies. Board Committees The Board delegates some of its oversight responsibilities to Board Committees. The Committee mandates are set out in corresponding Terms of Reference, which are reviewed annually and updated as required. The Terms of Reference for each Committee establish the constitution, operations and areas of responsibility for each Committee in making recommendations to the Board. Full details of the Terms of Reference for each Committee are available at https://www.saskenergy. com/about-us/our-company/board-directors/board- roles-and-responsibilities. Each Committee has also adopted a work calendar to schedule and fulfill specific tasks and assigned responsibilities. Each Committee has the authority to engage and compensate outside advisors when it deems necessary, to assist with its Terms of Reference. The Board Committee structure and composition are listed below: Audit and Finance Committee Chair: Grant Greenslade Members: Susan Barber, K.C. * , Lee Braaten, Brenda Nowakowski The Audit and Finance Committee oversees SaskEnergy’s financial performance and ensures the adequacy and effectiveness of financial reporting, internal controls, management information systems, risk management and audit functions. The Committee ensures that the
Board receives financial plans and proposals consistent with the Corporation’s Corporate Plan and public policy objectives. The Committee meets regularly outside the presence of management with the appointed external auditor, the Provincial Auditor and internal auditors. Except as qualified previously, all Audit and Finance Committee members are independent of management. All Committee members are financially literate, according to CSA Multilateral Instrument 52-110. Their education and experience are in their biographies on the SaskEnergy website: https://www.saskenergy.com/about- us/our-company/board-directors. The Committee had seven (7) meetings this fiscal year, which included review and recommendation for approval of: the financial statements, commodity strategies, rate strategies, and payee disclosure report; Audit Services’ Three (3) Year Audit Plan and the Corporate Plan; capital and operating budgets and financial targets; and significant contracts. The Committee also reviewed quarterly balanced scorecard results and updates to Capital Budget and capital spend review, as well as risk management activities, monitoring of corporate risks, Audit Services reports, mitigation strategies, policies and Enterprise security monitoring.
*Non-independent Board Member
Environmental, Social and Governance (ESG) Committee Chair: Bradley Sylvester (C.Dir) Members: Milad Alishahi * , Cherise Arnesen, Leanne Gailey The ESG Committee provides strategic leadership on corporate environmental and sustainability initiatives, social issues, Indigenous relations, human rights, community investment, and corporate governance processes and policies. The Corporation considers ESG to include: conducting business in a safe, socially responsible, ethical and transparent manner; protecting the environment affected by its activities; listening and responding to community or stakeholder concerns; supporting human rights; and engaging, learning from, respecting and supporting the communities and cultures with which SaskEnergy works. The Committee’s Terms of Reference include effective oversight to ensure that adequate and effective controls are in place to assess and monitor ESG risk, required disclosures and compliance with regulatory requirements. This Committee has input into the selection criteria for Board members and Committee Chair candidates, and creates profiles of the desired skills, experience and competencies required of the Directors. The Committee
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monitors compliance with the Code, including waivers of the Ethics Policies. The ESG Committee is charged with planning orientation and education programs to keep Directors informed and current with business, social, environmental and ethical requirements. The Committee had five (5) meetings this fiscal year. In addition to evaluation of the Board — including reviewing and updating Terms of Reference and workplans to identify responsibilities arising from the Bright Line Mandate — critical work of the Committee included reviewing and updating: customer satisfaction survey results; key ESG and Directors’ policies; complaints under the Code and Whistleblower Policy; business/ industry training for Directors; conflicts of interest, legal services, Indigenous engagement activities, community investment initiatives and corporate branding strategies; the Corporation’s environmental management program compliance; the Corporation’s annual environment initiatives, including the Environmental, Social and Governance Report and framework; Corporate Environmental Risk Management Site Assessments and Remediation Program, which outlines related Corporate environmental impact and liabilities, including decommissioning liabilities; the Corporation’s emissions management program; and management’s update on corporate system asset integrity and reliability.
identify and recommend candidates for the CEO position. The Committee oversees that the incumbent fulfills the role set out in the CEO mandate. The Human Resources and Safety Committee had five (5) meetings this fiscal year. Important issues included management and Executive compensation plans, succession planning updates, relationship with the union, review of health and safety performance indicators, business continuity and emergency response, diversity and inclusion updates, annual work plan status updates, key policies reviews, and compliance with legislation updates. Strategic Planning and Reporting One of the Board’s principal duties is to provide leadership in setting the long-range strategic direction for the Corporation. This comprehensive strategic planning process results in the Board’s review and approval of SaskEnergy’s Corporate Plan and annual operating and capital budgets. In previous years, SaskEnergy utilized a five (5)-year Strategic Plan. SaskEnergy has moved toward a more agile planning process to help achieve its Corporate Vision. The current Corporate Plan, updated annually, focuses on the ensuing three (3) years, as a living document. This allows SaskEnergy to adjust the plan, as the current operating environment evolves quickly. The Board, together with Executive management, identifies and sets long-term goals for SaskEnergy through the corporate planning process. SaskEnergy’s Corporate Plan sets the Corporation’s path for the next three years and outlines what’s important to the Corporation, what it wants to achieve and what it needs to focus on to be successful. The Board oversees the process of plan development, providing input, guidance, validation, support, oversight and critical evaluation of the Corporate Plan and its initiatives. The Board measures management’s success against the Corporate Plan. Each year, the Board and senior management meet jointly to identify strategic risks and review strategies and measurable targets to gauge performance in managing those risks. A companywide email from the CEO is distributed to employees, providing electronic copies of the Corporate Plan and a Strategy Map reference tool. These items are also available to employees on SaskEnergy’s internal website. As a result, all employees can review SaskEnergy’s Vision, Corporate Vision, Mission, Values, Strategic Imperatives, Operating Environment, Enterprise Risk Management, Strategy (including SaskEnergy’s Balanced Scorecard), Financial Overview and Saskatchewan Crown Sector Strategic Priorities.
*Non-independent Board Member
Human Resources and Safety Committee Chair: Nola Joorisity (FCPA, FCA, CMA, C.Dir.) Members: Curt Chickoski, Linda Moulin, Doug Shaw The Human Resources and Safety Committee is responsible for, and assists the Board in, overseeing the employment environment for SaskEnergy, and is responsible for overall human resource, compensation and succession planning strategies and programs. The Committee also has the mandate to address safety matters and risks proactively, and assists the Corporation to ensure safety is a priority and critical focus of the organization. The Committee also sets the CEO’s performance goals and objectives and conducts a semi-annual assessment of the CEO’s performance through the Committee Chair and Board Chair. The Committee reports to the Board on the CEO evaluations and any recommended changes to the CEO’s compensation. The Committee also makes recommendations to the Board on employee and Executive compensation, including metrics and targets to be utilized. It receives direction on its Terms of Reference (both in and out of scope) through communication with CIC. An ad hoc Board Committee can be created to
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2024-25 Statement of Corporate Governance Practices
Public Policy Role SaskEnergy is a statutory Crown corporation governed by The SaskEnergy Act and Regulations. By law, CIC is the holding Corporation for all Saskatchewan commercial Crown corporations, and CIC has the authority to establish direction for SaskEnergy related to matters set out in legislation. As a provincial Crown corporation, SaskEnergy serves a public policy role. SaskEnergy operates the distribution utility that delivers natural gas and energy solutions responsibly to Saskatchewan’s residents, businesses and industries. SaskEnergy and its subsidiaries fulfill this mission by operating systems for natural gas distribution, transmission, storage and other related activities to promote the conservation and safe use of natural gas, while contributing to and promoting the province’s economy. CIC approves SaskEnergy’s Corporate Plan annually and sets any other strategic priorities against which CIC and the Owner will measure the Corporation’s performance. SaskEnergy collaborates with other Saskatchewan Crown corporations to further CIC’s stated priorities of enhancing efficiency gains through joint initiatives, procurements and promoting an open business environment. Risk Identification and Management SaskEnergy has a formal Enterprise Risk Management Policy and process, which is developed by management, and reviewed and approved by the Board. SaskEnergy’s risk management process is designed to identify potential events that may impact SaskEnergy and manage the risk presented within accepted risk tolerance levels. Senior management holds primary responsibility for identifying inherent risks and designing and implementing mitigation strategies. Each year, the Board and senior management independently follow a process to identify and prioritize significant inherent risks. The Director, Audit Services, prepares a report summarizing the independent risk assessments completed by the Board and management. This report is discussed at a Board meeting where senior management and the Board align on the key corporate risks and the plans to mitigate or manage the residual risks. The Corporation then implements the mitigation strategies through the Corporate Plan. The Board monitors the risk management programs and oversees the implementation of appropriate systems to manage the identified risks either directly or through the Audit and Finance Committee.
The Audit and Finance Committee regularly reviews the Audit Services reports and discusses significant risk areas with the internal and external auditors. ESG Framework SaskEnergy’s vision is to provide critical energy to support a prosperous Saskatchewan. This means delivering safe, reliable and affordable energy to customers — today and for years to come — while advancing the Corporation’s ESG governance and performance. As a Crown corporation that serves Saskatchewan, SaskEnergy contributes to the ESG priorities of the provincial government. SaskEnergy’s ESG framework includes four focus areas — environment, prosperity, people and governance. ESG principles are integrated in the Corporation’s governance framework, approach to risk management, and how it conducts its day-to-day operations. SaskEnergy’s commitment to environmental responsibility includes reducing emissions from its operations while assisting customers in minimizing their carbon footprint. From project planning and design, through to construction, operation and reclamation, SaskEnergy also strives to reduce its impact on all aspects of the environment. This includes plant life, wildlife, wetlands, native prairie and species at risk. The Corporation’s relationships with customers, communities and Indigenous groups are key in supporting economic prosperity for future generations. Employees drive SaskEnergy’s success and the organization strives for a work environment where all ideas are valued, respected and welcomed. At the time of this report, the CSA continues to develop new guidance on climate-related disclosures in the proposed “National Instrument 51-107 Disclosure of Climate Related Matters.” The Board, where applicable, will consider the recommended disclosures when National Instrument 51-107 comes into force. As of this writing, National Instrument 51-107 has not been implemented, as the CSA is currently working on a revised climate-related rule that will consider the Canadian Sustainability Standards Board’s (CSSB) disclosure standards that were published on December 18, 2024. SaskEnergy will continue to monitor developments with respect to National Instrument 51-107 as they apply to SaskEnergy.
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2024-25 Statement of Corporate Governance Practices
Cyber Security Risk SaskEnergy relies on its information and operations technology systems to safely and efficiently operate corporate assets and protect corporate data and personal information. These systems are subject to cyber security risks including, but not limited to, targeted attacks, exposure to computer viruses, and breaches of corporate and personal information within technology systems managed by internal and external parties. A cyber security event could expose the Corporation to loss or misuse of critical data and information, leading to property damage, disruptions to its operations, privacy breaches, loss of confidentiality, and financial or reputational losses. SaskEnergy proactively and continuously monitors its systems to identify and address malicious activity and potential or emerging threats. Business continuity exercises are also conducted regularly. SaskEnergy has developed a cyber security strategy whereby the Corporation tests its systems, builds controls and conducts investigations to manage cyber security risk. This strategy is partly enshrined in the Enterprise Security Policy, SaskEnergy’s Cyber Incident Response Plan, and the Acceptable Use of Technology Policy. In addition, the Corporation has added incremental resources to manage and evaluate cyber risks and privacy processes related to the growing adoption of cloud migration, data analytics and mobile technology. Further, to assist with the proper corporate usage of artificial intelligence (AI) services, while mitigating risks to the organization, SaskEnergy has developed an AI Policy. The policy provides guidance to SaskEnergy employees and contractors on the responsible and efficient use of AI and generative AI tools and services, for positive business outcomes, while minimizing potential risks to the organization. SaskEnergy’s AI Policy provides an overview of the: use of corporately approved AI services; obligations of staff with respect to the ethical and responsible application of AI and Generative AI within SaskEnergy; roles of both staff and managers in AI training and education; commitment to use AI technologies in a way that is transparent, accountable, respectful of privacy, and in line with corporate and regulatory standards; and, responsibilities of employees in the development, maturation, or request of new AI services.
The Integrity of Internal Controls and Management Systems SaskEnergy’s financial statements are prepared following International Financial Reporting Standards (IFRS ® Accounting Standards). As part of the March 31 year- end audit, the external auditors have stated that the Corporation’s financial statements have been prepared following IFRS Accounting Standards. As part of SaskEnergy’s commitment to accountability, the Audit and Finance Committee reviews the financial performance of the Corporation on a quarterly basis. Natural gas purchase transactions and credit risk are reported by management and are actively monitored by the Committee. In addition, the Board and the Audit and Finance Committee receive reports from, and work closely with, internal and external auditors to promote financial transparency and ensure the integrity, effectiveness and adequacy of SaskEnergy’s internal controls and management systems. This includes its Unified Management System (UMS), which aligns corporate pipeline activities, public and worker safety, and environmental protection to promote compliance. The Board sets out limits of authority for expenditures of the Corporation. The expenditures are managed through a series of execution and expenditure authorization policies, which are reviewed regularly by the Board. Some of the limits on authorities are imposed upon both management and the Board through legislation, including Orders in Council, compliance with investment requirements, or changes to The SaskEnergy Act . The Board has also validated and approved a Bright Line Mandate, which is a decision-making matrix that defines the ultimate decision-making body on key matters. According to the directive of CIC, SaskEnergy has a process in place regarding internal controls certification by the CEO and Chief Financial Officer. This process is designed to provide reasonable assurance regarding the effectiveness of SaskEnergy’s internal controls over financial reporting. The Board oversees the annual external audit plan of the appointed external auditor for the audit of the Corporation’s annual financial statements, and the annual internal audit plan carried out by SaskEnergy’s internal audit group. To preserve the independence of the role of the external auditors, the Audit and Finance Committee must pre-approve all non-audit services undertaken by the external auditor following the Corporation’s Non-Audit Services Policy.
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2024-25 Statement of Corporate Governance Practices
Robust Succession Process The SaskEnergy Executive team uses a semi-annual review process to address strategic management succession. The Executive evaluates positions and ensures the succession plan is current through an evergreen process, responds to human resource developments, and focuses on continuous employee development and the mitigation of succession and knowledge transfer risks. The Executive considers various strategic options to address short-term needs (emergency or unforeseen personal circumstances) and long-term needs (structural business changes and planned retirements). The Human Resources and Safety Committee receives a succession plan update semi-annually and reports to the Board on the succession management process. The Board of Directors and CEO directly oversee the succession plans for the CEO and the Executive management team. Communications (with the Shareholder and Stakeholders) SaskEnergy is committed to the principles of transparency, openness and timeliness in communication with its Owner, CIC, employees, stakeholders and the public. The Board is accountable to the Minister Responsible for SaskEnergy, through the Board Chair. The Minister functions as a communication liaison among the Corporation, CIC, Cabinet, the Provincial Legislature and the public. The Corporation follows a Board-approved external communications policy and complies with the communication requirements set by CIC and by its governing statute. SaskEnergy regularly surveys employees and external stakeholders for feedback on its corporate activities. More information on these communications is set out in the Management’s Discussion and Analysis within the Corporation’s annual report. SaskEnergy strives to balance transparency and maintain customer confidentiality in its communications and disclosure as an entity subject to The Freedom of Information and Protection of Privacy Act . The Corporation is subject to annual disclosure requirements of the Legislative Committee regarding Crown Payee Disclosure on all payments greater than $50,000 to employees and suppliers, and for all grants, donations and sponsorships greater than $5,000. All significant public disclosures of corporate performance of the Corporation are subject to prior approval of the Board. SaskEnergy Senior Executive
members also appear before Legislative Committees to answer questions relating to the business of the Corporation in preceding years. To facilitate feedback to and from the Owner, the Board Chair communicates with CIC and participates in a CIC Chairs forum, where communication and feedback are provided on the Owner’s expectations of all Saskatchewan Crown corporations. SaskEnergy’s CEO regularly provides briefings to the Minister Responsible for SaskEnergy. Director Remuneration Under The Crown Corporations Act, 1993 , CIC has the authority to set the compensation to be paid to the Directors. The Human Resources and Safety Committee has the authority to recommend to the Board (and the Board to CIC) adjustments to such compensation. The Audit and Finance Committee receives quarterly reports concerning Directors’ remuneration and accounts for any anomalies to the Board. The Committee reviews the annual payee disclosure report, including total remuneration paid to the Directors. Directors are paid a yearly retainer for their services on SaskEnergy’s Board, as well as a set per diem fee for travel time and attendance at Committee and Board meetings, as follows: • Chair of the Board: annual retainer of $40,000. • Other Directors: annual retainer of $25,000. • Chair of Audit and Finance Committee: annual retainer of $3,500. • Chairs of other Committees: annual retainer of $2,500. • Committee members: $750 per day meeting fee. • Directors also receive reimbursement for their reasonable out-of-pocket expenses, including travel, meals and accommodations while performing their duties. Board members each sit on one of the three (3) Committees. There were seven (7) Board meetings and seventeen (17) Committee meetings this reporting period. The total remuneration paid to Directors (annual retainers, pro-rated for the portion of the fiscal year each Director was a member of or chaired a Committee, plus Committee per diems) was $337,500.00 * compared to $368,217.00 ** in 2023-24. The total business travel and meeting expenses paid to members of the Board was $16,963.03 * compared to $26,538.01 ** in 2023-24.
*This amount was for the 12-month reporting period of April 1, 2024 to March 31, 2025. **This amount was for the 12-month reporting period of April 1, 2023 to March 31, 2024.
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2024-25 Statement of Corporate Governance Practices
Membership and Attendance at Meetings of the Board and Board Committees from April 1, 2024 to March 31, 2025 For purposes of this report, Directors who attended meetings in part are considered present.
Board * (13 mtgs)
Audit (7 mtgs)
ESG (4 mtgs)
HRS (6 mtgs)
Total Possible
Total Attended
Member
%
Barber (Chair)
6
7
14
13
93
Alishahi
6
5
12
11
92
Arnesen
7
5
12
12
100
Braaten
7
7
14
14
100
Chickoski
7
5
12
12
100
Gailey+
2
0
4
1
25
Greenslade
7
7
14
14
100
Joorisity
7
5
12
12
100
Moulin
7
5
12
12
100
Nowakowski
7
7
14
14
100
Shaw
7
5
12
12
100
Sylvester
7
5
12
12
100
+Member resigned effective June 30, 2024, indicating total possible meetings to attend.
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2024-25 Statement of Corporate Governance Practices
Policies Regarding the Representation of Women on the Board and Executive The Corporation has an informal policy and running targets of fifty per cent (50%) regarding the representation of women on the Board and in Executive officer positions. SaskEnergy is committed to equality of opportunity and has taken steps to increase the representation of women in management and underrepresented roles within the Corporation. These steps include: proactively identifying talented female individuals for leadership training programs and encouraging them to apply for more senior positions; tracking and reporting on diversity metrics; managing
the succession plan process; and identifying top talent, implementing formal personal development plans and establishing mentorship relationships for women aspiring to management positions. There are two (2) women in Executive management positions, which represents twenty-five per cent (25%). Six (6) Board members were women, representing fifty per cent (50%) of the Board. This is ahead of the Utility and Oil and Gas Sector general diversity targets for the representation of women on Boards, as outlined in the Canadian Securities Administrators (CSA) Multilateral Staff Notice 58-310. The Board Chair is Susan Barber, K.C., and the Vice Chair is Nola Joorisity.
The following table illustrates the diversity statistics for the number of women represented on SaskEnergy’s Board of Directors and Executive at year end over each of the past three (3) fiscal years:
2022-23 *
2023-24 *
2024-25
Total Positions
# of Women
Total Positions
# of Women
Total Positions
# of Women
%
%
%
Number of Women Represented on Board Number of Women Represented on Executive Number of Women in Board Leadership Roles (Chair, Vice-Chair)
12
7
58
12
6
50
12
6
50
8
4
50
8
3
38
8
2
25
2
2
100
2
2
100
2
2
100
*Data collected from previous Annual Reports
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2024-25 Statement of Corporate Governance Practices
CEO Assessment, Executive Compensation and Executive Diversity The Human Resources and Safety Committee assesses the CEO’s performance semi-annually against previously approved objectives aligned with the CEO Position Description, Shareholder public policy objectives and the Corporate Plan. The CSA governance guidelines outline that Executive compensation disclosure should contain detailed formulas and the metrics used for how the Executive performed against those formulas. The mandate for Executive compensation for Saskatchewan Crown corporations, which applies to SaskEnergy, is established and monitored by the Owner and CIC. As such, Executive compensation aligns with the guidelines established by CIC. In addition, the Board and senior management conduct their own analysis of what is considered market compensation and provide the information to the Owner. Any adjustments to Executive management compensation must fit within the parameters established by the Owner. The philosophy of offering market-based compensation is applicable throughout the Corporation, from Executive management down, to set performance objectives and
expectations at individual, departmental and corporate levels, and work toward and measure the achievement of these performance objectives. A fundamental principle in SaskEnergy’s compensation strategy is to provide fair and equitable pay representative of the individual performance with a target at the 50th percentile of the Western Canadian marketplace. The Human Resources and Safety Committee receives and reviews this information and then makes recommendations to the Board respecting CEO and Executive compensation. The CEO’s direct reports, including all Executive members, are required by legislation to file and report to the Clerk of the Saskatchewan Legislative Assembly their compensation, benefits and any changes in compensation. In addition, the Crown and Central Agencies Committee of the Legislative Assembly of Saskatchewan has, by policy, required Crown corporations, including SaskEnergy, to file an annual payee list that includes the total compensation of Executive members. The report is available on CIC’s website at https://www.cicorp.sk.ca in the Reports & Publications section. The Human Resources and Safety Committee annually reviews the details of these compensation payment reports and reports its review to the Board.
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Communication and Engagement
The Corporation is committed to timely, open and transparent communication with its customers, the public, Indigenous groups, employees and other stakeholders. Customer and Public Communications SaskEnergy uses a variety of communication methods with its more than 414,000 customers. This includes print and digital media, direct contact through email, telephone and mail, and in-person communication. The Corporation also invests in digital technology to make it easier for customers to access the information they need. Through their Online Account at saskenergy.com, customers can independently access account information and complete a variety of self- serve functions — including viewing and paying their bills, monitoring their natural gas consumption, linking multiple accounts, signing up for automatic payments, updating contact information, and booking meter exchange appointments. Customers can also access the same self-service features in the SaskEnergy mobile app. Tools, such as e-billing and equalized payment plans, give customers greater control over the management of their natural gas bills. SaskEnergy’s website also provides access to corporate information, such as quarterly financial updates and annual reports, energy efficiency and safety-related information, career opportunities, and the ability for charities and non-profits to request financial and in- kind support through the Corporation’s community investment program. In addition, SaskEnergy communicates with customers and the public through four corporate social media channels. Major corporate initiatives, such as changes to the Corporation’s delivery or commodity rates, are communicated through news conferences and public events, and are supported by information distributed through SaskEnergy’s website and on customer bills. Initiatives to create public awareness around energy efficiency and public safety are promoted through the website, multimedia advertising and communications campaigns, as well as direct-contact programs such as contractor safety breakfasts, first responder training sessions, school presentations, tradeshows and industry events, landowner mailouts, and news conferences.
Public safety awareness focuses on information such as what customers should do if they smell natural gas, how to protect themselves from carbon monoxide poisoning, and education about encroachments to maintain the safety of SaskEnergy’s infrastructure on private property. Energy efficiency messaging shares information on energy saving tips, high-efficiency natural gas equipment for homes and businesses, as well as available rebate programs offered by SaskEnergy. The Corporation collaborates with other organizations that share a safe digging mandate, including the Saskatchewan Common Ground Alliance (SCGA), which owns and operates Sask 1st Call — the contact service to request a gas line locate. As a Sask 1st Call member company, SaskEnergy promotes the importance of “Call (or Click) Before You Dig.” SaskEnergy works closely with independent plumbing and heating professionals as part of the SaskEnergy Network, which includes 228 Network Member contractors across the province. SaskEnergy Network Members support the natural gas industry and SaskEnergy by delivering downstream services and assisting customers in accessing natural gas solutions for their homes, businesses and farms. The Corporation gains valuable insight into its customer and public communications through its annual customer satisfaction surveys, conducted by a third-party market research company. TransGas has 139 transportation and storage customers managed through dedicated account managers to meet each customer’s needs. Customers receive direct communication from TransGas representatives and can access up-to-date information through the TransGas website. Information such as natural gas use, contracts and invoices can be accessed by customers through an online account platform called MyTransGas . Communication is also facilitated through TransGas Customer Dialogue — a process in which TransGas and select participating customers meet to openly discuss a wide array of topics ranging from services and policies to financial results and rates. TransGas uses the Customer Dialogue process as an input to its decision- making process.
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Communication and Engagement
Shareholder Communications As a Crown corporation, SaskEnergy complies with the communications requirements of its Owner and by statute, in accordance with a Board-approved external communications policy. Through the Board Chair, the Board is accountable to the Minister Responsible for SaskEnergy. The Minister functions as a communications liaison among the Corporation, CIC, Cabinet, the Provincial Legislature and the public. SaskEnergy complies with its statutory obligations for the approval and disclosure of information. These responsibilities include: • Annual approval of the Corporation’s business/ performance management plan, including capital expenditures. • Annual disclosure through Crown and Central Agencies of all payments greater than $50,000 to employees and suppliers, and of all grants, donations and sponsorships greater than $5,000. • Appearances before public committees of the legislature, including Crown and Central Agencies, by senior Executives to answer questions relating to the business of the Corporation in preceding years. • Compliance with public requests for information, balancing the interests of The Freedom of Information and Protection of Privacy Act . SaskEnergy also works cooperatively with CIC, the office of the Minister Responsible for SaskEnergy and Executive Council Communications to generate dialogue, understanding and support for corporate initiatives that affect stakeholders. These communications tools
include briefing notes, face-to-face meetings and other information packages to ensure elected officials are able to represent the Corporation in the public and through the media when speaking on issues regarding SaskEnergy’s business operations. The Corporation is also expected to respond expediently to correspondence and queries submitted by the office of the Minister Responsible for SaskEnergy. Project-based Communications SaskEnergy’s distribution, transmission and storage projects range in size and can impact the communities in which they are occurring. In addition to complying with all legal and regulatory considerations, SaskEnergy typically holds consultations with affected stakeholders and potentially impacted communities in areas where projects are of significant duration and scope. Such communications initiatives include public open houses and meetings with local municipal councils, First Nations representatives and others who may be impacted. Project information, including maps and videos, are made available on the TransGas website. A dedicated Indigenous Engagement group exists at SaskEnergy to better foster consultation, dialogue and relations with Saskatchewan’s approximately 75 First Nations Bands and 12 Métis Regions. These communication efforts allow company officials to explain project details, as well as the environmental impacts of planned activities, including proposed mitigation plans. They also provide opportunities to enhance general understanding of the project’s rationale, economic benefits and value of natural gas as a heating source.
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