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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