2024-25 Statement of Corporate Governance Practices
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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