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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