Board Orientation and Education The Governance Committee and the Corporation, under its Board of Directors Training Policy, has a comprehensive orientation curriculum and training sessions to ensure that new and continuing Directors develop a strong understanding of SaskEnergy’s business and current challenges, as well as the roles of the Board and Committees and the individual contributions Directors are expected to make. Board members also participate in continuing education on industry issues, financial reporting, business operations, procedural issues and ethical obligations to enhance their skills and knowledge. This year, the Board of Directors received training from management on the natural gas commodity business. This training included an explanation of the Saskatchewan Energy sector, creating value from natural gas, commodity risk management, controls and compliance, financial reporting on commodity activities and a natural gas market update presentation from a third-party industry expert. Board members interact with management and employees attending such functions as employee service awards, or touring corporate offices or business units at Board meetings. CIC also facilitates additional Director training as part of its Subsidiary Crown Directors Training Program. For this year, CIC held four director training sessions which included three sessions facilitated by the Directors College. CIC also hosts meetings periodically through the year for the Chair of the Board and the Chairs of each of the Committees to discuss issues with the Chairs from 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. Board and Director Performance Assessment The Governance Committee is responsible for implementing performance reviews for the Board, Committees, Chairs and individual Directors. It surveys the Directors to obtain feedback on the effectiveness and contribution of the Board, Committees, Chairs and individual Directors on a rotational, biannual basis. These results are summarized and reported to the Board as well as to the CIC Board. The Governance Committee may utilize the assistance of an external consultant to conduct this task. The Committee also conducts ongoing assessments of individual Directors, their training and skill sets. This year the process consisted of a Directors’ survey on the performance and effectiveness of the Committees and Committee Chairs. The Board also engaged a third party consultant to assist with individual Directors peer evaluation process.
Director Remuneration Compensation received by Directors is fixed by CIC under the Crown Corporations Act, 1993 . The Governance Committee has authority to recommend to the Board (and the Board to CIC) adjustments to such compensation. The Audit and Finance Committee receives quarterly reports respecting the remuneration of Directors and reports any anomalies to the Board. Directors are paid an annual retainer for their services on SaskEnergy’s Board, as well as a set per diem fee for travel time and attendance at Committee and Board meetings as follows:
• Chair of the Board: annual retainer of $40,000;
• Other Directors: annual retainer of $25,000;
• C hair of Audit and Finance Committee: annual retainer of $3,500;
• Chairs of other Committees: annual retainer of $2,500;
• Committee members: $750 per day meeting fee; and
• D irectors also receive reimbursement for their reasonable out-of–pocket expenses including travel, meals and accommodations while performing their duties. Most Board members sit on two Committees. There were 10 Board meetings and 31 Committee meetings this year. The total remuneration paid to Directors (annual retainers, pro-rated for the portion of the year each Director was a member of or chaired a Committee, plus Committee per diems) was $404,644 compared to $396,902 in 2013. The total business travel and meeting expenses paid to members of the Board were $29,519 compared to $43,680 in 2013.
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Corporate Governance
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