2024-25 Statement of Corporate Governance Practices
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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