Governance Committee
Audit and Finance Committee
Chair: David Bishop* Members: Kelly Bannister, Linda Clavelle, Victor Thomas The Governance Committee is responsible for matters relating to SaskEnergy’s corporate governance regime. It has input into the selection criteria for candidates for Board members, Chairs, and creates profiles of the desired skills, experience and competencies required of Directors. This Committee monitors compliance with the Corporation’s Code of Business Conduct and Ethics, including waivers therefrom, the Corporation’s Whistle Blower Policy, and the Reporting of Losses reports. The Committee is charged with planning orientation and education programs to keep Directors informed and current with business and ethical requirements. The Committee had four meetings this year. Key work of the Committee included coordinating the 2013 evaluation process results for Committees, Committee Chair and peers, development of the 2014 Board and Board Chair evaluation process, review of existing Committee structures and mandates, the review of disclosures under the Corporation’s Whistleblower Policy, the development of a revised potential qualified Board candidate list, the business/industry training for Directors, review of the CEO and the Bright Line Mandates, and the organization of a field tour for Board members.
Chair: Nola Joorisity Members: Susan Barber, Q.C.*, David Bishop*, Dr. Denis Jones, Neal Krawchuk
The Audit and Finance Committee oversees the financial performance and ensures the integrity, effectiveness and accuracy of the Corporation’s financial reporting, control systems, risk management and audit functions. The Committee ensures that the Board is provided with financial plans and proposals consistent with the Corporation’s overall Strategic Plan, annual Business 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 members of the Audit and Finance Committee are independent of management. All Committee members are financially literate, as that term is commonly defined with respect to the composition of audit committees within the CSA Multilateral Instrument 52-110, and their education and experience in understanding financial matters is addressed in their biographies on the governance portion of the SaskEnergy website. The Committee had twelve meetings this year. Important issues dealt with this year include the development of various Commodity Strategies to cover all natural gas transactions, SaskEnergy commodity rates and TransGas service rates, management adjustments for capital expenditures and weather related impacts, the Automated Metering Infrastructure System updates, the corporate insurance review, various asset sales and intercorporate asset transfers, and various risk management activities and policies review.
*Non-independent Board Member
Human Resources/Compensation Committee
Chair: Victor Thomas
Members: Jim Baker, Susan Barber, Q.C.*, Norm Beug, Curt Chickoski The Human Resources/Compensation Committee is responsible for and assists the Board in overseeing the management of SaskEnergy’s human resource strategic planning, programs and practices for the development and implementation of fair compensation, performance management and succession planning. The Committee also sets the CEO’s performance goals and objectives, and conducts a semi-annual and annual assessment of the CEO’s performance through the Committee Chair and Board Chair. The findings of this evaluation and any changes to the CEO’s compensation as a result of the review are recommended to the Board. Further, the Committee makes recommendations to the Board regarding the approval of employee and Executive compensation, including measures and targets, and receiving direction on its mandate through communication with CIC. An ad hoc Board Committee is created, when necessary, to identify and recommend to the Board candidates for the position of CEO, while the Human Resources/Compensation Committee oversees that the incumbent fulfills the role set out in the CEO Mandate.
*Non-independent Board Member
Business Development Committee
Chair: Jim Baker Members: Norm Beug, Curt Chickoski, Grant Gayton, Dr. Denis Jones The Business Development Committee provides guidance that enables SaskEnergy to grow in a strategic direction in alignment with SaskEnergy’s expertise and mandate. The Committee is comprised of members who assist the Board in oversight of new strategic and tactical Saskatchewan investments and business opportunities. The Committee had six meetings this year. Notable work of the Committee included review of the growth plan for unregulated business initiatives, the Corporation’s strategy on the development of associated gas capture initiatives, intercorporate asset transfers, and divestiture of non-core and non-required assets. The Committee monitored the Corporation’s investments in joint operations with third parties in a natural gas storage field, and in a southeast Saskatchewan gas processing facility.
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2014 Annual Report SaskEnergy
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