The Committee had four meetings this year. Important issues dealt with this year include the Corporate Compensation Strategy; CEO objective setting, performance evaluation and compensation adjustments; Executive officers merit adjustments; employee recruitment; diversity strategy review; succession management updates; review of the total compensation market survey results; staffing levels; compliance with legislation and a litigation/arbitration proceedings update.
Roles and Responsibilities Written Position Descriptions posted on SaskEnergy’s website, set out the roles and responsibilities of the Chair, Committee Chairs, individual Directors and the CEO. The role of the Chair provides leadership in Board organization, processes, effectiveness and renewal, and balances the roles of the Board and management in the course of the Board discharging its fiduciary and legal responsibilities. The Position Description for Directors sets out their roles and responsibilities, including legal requirements, accountability, stewardship, knowledge and education, conflicts, confidentiality, as well as expectations for attendance and review of materials in preparation for meetings. The CEO’s Mandate sets out the principal duties and responsibilities for the CEO. This Mandate forms the basis for the goals and objectives of the CEO and is incorporated into annual performance objectives against which the Human Resources/Compensation Committee measures the CEO’s performance. The CEO Mandate was reviewed in 2014 by the Governance Committee. Through a series of execution and expenditure authorization policies which are reviewed regularly with consideration for changes in organizational and business circumstances, the Board delineates the roles and responsibilities assigned to management. Additional limits are placed upon both management and the Board through legislation requiring Orders in Council, compliance with investment requirements, or changes to legislative mandate through The SaskEnergy Act . The Board has also approved a Bright Line Mandate, which is a decision-making matrix that defines the ultimate decision-making body on key matters and is validated by the Board. Strategic Planning and Reporting One of the Board’s principal duties is to provide leadership in setting the long-range strategic direction and to approve SaskEnergy’s overall Strategic Plan. This comprehensive strategic planning process results in the Board’s review and approval of the Corporation’s Strategic Plan, annual operating and capital budgets, and Business Plan. The Board of Directors participates with management to identify and set long-term goals for SaskEnergy through the strategic planning and business planning process. The corporate Business Plan involves a five-year rolling projection, updated annually. The Board oversees this process, providing input, guidance, validation, and critical evaluation of the Business Plan, Strategic Plan and its initiatives. The Board continues to provide oversight and support in the implementation of the plans and initiatives and to measure their success. Each year, the Board and senior management meet jointly to identify strategic risks, and to review strategies and measurable targets to gauge performance in managing those risks.
*Non-independent Board Member
Safety and Corporate Social Responsibility Committee
Chair: Neal Krawchuk Members: Kelly Bannister, Grant Gayton, Linda Clavelle, Nola Joorisity The Safety and Corporate Social Responsibility Committee has a mandate to proactively address safety and corporate social responsibility (CSR) matters to assist the Corporation in being a corporate leader. The Corporation considers CSR to include: conducting business in a safe, socially responsible, ethical and transparent manner; protecting the environment and safety of all individuals affected by our activities; listening and responding to community or stakeholder concerns; supporting human rights; and engaging, learning from, respecting and supporting the communities and culture with which we work. The Committee mandate includes the obligation to ensure that adequate and effective controls are in place to monitor CSR risk and compliance with regulatory and statutory requirements. The Committee had four meetings this year. Important issues dealt with this year included the external, independent Health & Safety Audit, which benchmarked SaskEnergy’s safety management system favourably against industry norms and maintained its Certificate of Recognition; the review of results of the revised Drug and Alcohol Policy; the review of third- party contractor’s involvement with employee attendance and disability management program and the review of the Corporation’s system integrity program activities. The Committee reviewed the Corporate Environmental Risk Management Site Remediation program, the Corporate Emergency Management program, the Corporate Safety program, the Corporate System Integrity program update, corporate branding strategies, and customer satisfaction survey results. The Committee received a presentation on safety from a third-party representative group.
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Corporate Governance
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