2023-24 SaskEnergy Statement of Corporate Governance
2023-24 Statement of Corporate Governance Practices
2023-24 Statement of Corporate Governance Practices
Board of Directors SaskEnergyʼs Board of Directors is led by Board Chair Susan Barber (K.C., C.Dir.) and Vice-Chair Nola Joorisity (FCPA, FCA, CMA, C.Dir.). Board member biographies can be viewed at https://www.saskenergy.com/about-us/our-
better job running our business and complying with the laws and standards that apply to us. As a Crown corporation, SaskEnergy is not legally obligated to comply with the Canadian Securities Administrators (CSA) Governance Guidelines, as we do not have share capital and we are not a reporting issuer. However, we benchmark against these governance practices, including National Policy 58-201 and National Instrument 58-101, the guidelines of the Chartered Professional Accountants of Canada, and observations of the Office of the Auditor General of Canada, Treasury Board of Canada Secretariat and Conference Board of Canada. We apply those guidelines that are applicable. The practices of SaskEnergy are substantially consistent with these standards as published. Board Composition SaskEnergyʼs Board of Directors (the “Board”) is representative of the Saskatchewan community and industry. According to The SaskEnergy Act , the Lieutenant Governor in Council may appoint up to twelve (12) members and designate a Chair and a Vice-Chair. Members represent community/ stakeholder diversity and possess various attributes, including industry expertise, strategic leadership, entrepreneurial and communication skills, integrity, flexibility, initiative and sound judgment. Members are appointed to a fixed term by the Lieutenant Governor in Council, who may renew the term. There are currently twelve (12) people appointed to SaskEnergyʼs Board of Directors. These same twelve (12) people sit as members on the Boards of Directors for each of SaskEnergyʼs three (3) direct wholly owned subsidiary companies. Independence Good governance provides that Board members should be independent. A Director is independent if they have no direct or indirect material relationship with the company. In this reporting period, none of the Directors have direct material contracts or relationships with the Corporation or have received remuneration from the Corporation
company/board-directors. Executive Committee
SaskEnergy has an eight-member Executive Team led by President and CEO Mark Guillet (K.C., CIC.C, ICD.D). Executive biographies can be viewed at https://www.saskenergy.com/about-us/our- company/executive-leadership. Corporate Profile SaskEnergy is a Saskatchewan Crown corporation governed by The SaskEnergy Act (“SaskEnergy” or the “Corporation”). It is a designated subsidiary of Crown Investments Corporation (“CIC”). CIC operates as a holding company for commercial Crown corporations and commercial investments owned by the Government of Saskatchewan. The Government of Saskatchewan (“Owner”) owns SaskEnergy. As of January 1, 2024, the Minister Responsible for SaskEnergy became the Registered Distributor of marketable and non-marketable natural gas in the Province of Saskatchewan in place of SaskEnergy as a result of an amendment to The SaskEnergy Act in December 2023. All of SaskEnergyʼs powers, rights, authority, and obligations with respect to Part 1 of the Greenhouse Gas Pollution Pricing Act became exclusive to the Provincial Crown. In addition, SaskEnergy was directed to undertake the physical distribution and delivery of marketable natural gas or non-marketable natural gas in Saskatchewan as a service provider to the Provincial Crown pursuant to a Directive of the Minister. Our Approach to Governance We are committed to high standards of governance that are consistent with regulatory expectations and evolving best practices. We believe that good governance and being clear about our expectations around governance supports ethical conduct, and allows us to do a
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2023-24 Statement of Corporate Governance Practices
Board Mandate Good governance starts with the Board. The SaskEnergy Board provides stewardship, including direction setting and general oversight of the Corporationʼs operations management, and oversees and closely monitors the Corporationʼs adherence to The SaskEnergy Act and its Regulations. The Directors serve on committees that specialize in key areas: audit, finance and risk review; environment, social and governance; and, human resources and safety. The Boardʼs mandate is outlined in the Boardʼs Terms of Reference, which defines its roles and responsibilities. The Board sets the strategic direction, ensures the integrity and adequacy of the Corporationʼs systems and management practices, recommends the appointment or termination of the President and Chief Executive Officer (“CEO”), and regularly examines the objectives and mandates of its structure. The Board promotes a culture of integrity, oversees the management of the Corporation, strategic plan, and material and corporate risks, evaluates the Corporationʼs performance, and monitors financial results. Board Renewal and Appointment Directors are ultimately appointed by the Government by Order in Council, upon the recommendation of CIC and the Board. Through the ESG, the Board also undertakes an evergreen approach in analyzing the skills and experience necessary for the composite blend and full functioning of the Board and its Committees, and makes nomination recommendations to the Minister of Crown Investments. If required by the Owner or directed by Government, the ESG is charged with leading the process to identify, recruit and recommend qualified candidates for appointment to the Board. The ESG assesses the skills and competencies of the Board and its Committees to support the strategic direction and operational needs of the Corporation. The Board has approved and adopted a Skills Matrix of those skills desired or required of Board members.
except the fees and compensation concerning their role as Directors and Committee members or as Directors of subsidiaries of the Corporation as outlined below. The Directors have not been employees of the Corporation, and the President and CEO does not have a vote on the Board. However, the Board Chair, Ms. Susan Barber, K.C., is a partner in a law firm that has performed legal services for the Corporation in the 12-month reporting period. Another Board member, Milad Alishahi, is also a partner in a different law firm that has performed legal services for the Corporation in the 12-month reporting period. Each of them is deemed to have a material indirect relationship with the Corporation. CIC addresses this independence issue through a Protocol Regarding Lawyers Serving on Subsidiary Crown Corporation Boards of Directors (the “Protocol”). The Protocol adopts the principle that for a Director to be independent, they must be free from a direct or indirect material relationship to the Corporation and not in a position to influence the choice of law firms. Given the smaller local market in Saskatchewan for legal services, while the Protocol restricts Directors from any direct material relationship, it allows a limited indirect relationship subject to parameters set out in the Protocol. These parameters include pre-approval of legal services by a Board Committee, declarations of conflict, no direct benefit to the Director, and restriction of information to that Director. The Environmental, Social and Governance Committee of the Board (“ESG”), which includes independent non-lawyer Board members, reviews and approves the Corporationʼs external legal service providers following the Protocol on an as-required basis and reviews the services these law firms provide. The Board Chair, Ms. Susan Barber, K.C. and Board member, Milad Alishahi, are lawyers subject to this Protocol. Throughout this disclosure, the asterisk by their name reflects that they are not independent due to the deemed material indirect relationship. All other Directors, including the Vice-Chair of the Board, are independent of management.
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2023-24 Statement of Corporate Governance Practices
The ESG performs a skills gap analysis intended to assist in achieving a balance of Board membersʼ skills through the recruitment/appointment of new members. The ESG may meet with potential candidates to assess the overall fit with the blend of skills and experience of the current Board, time availability, or any potential conflicts that could limit their full participation. The ESG also makes annual recommendations to the Board regarding the appropriate structure, size and composition of the Board and its Committees, and the required qualifications. Position Descriptions Written position descriptions posted on SaskEnergyʼs website set out the roles and responsibilities of the Chair, Committee Chairs, and individual Directors. The role of the Chair is to provide leadership in Board organization, processes, effectiveness and renewal. The Chairʼs role is to balance 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, and expectations for attendance and review of materials in preparation for meetings. The CEOʼs 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 the annual performance objectives against which the Human Resources and Safety Committee measures the CEOʼs performance. Orientation and Continuing Education The Board has approved and adopted a Board of Directors Training Policy (the “Training Policy”). The Training Policy has a comprehensive orientation curriculum, including specific training sessions to ensure that new and continuing Directors develop a strong understanding of SaskEnergyʼs 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, Board training occurred in September 2023. At that meeting, the agenda included training about operational activities and processes in the field. This included a tour of the Saskatoon Training Centre and a demonstration of trenching and other various activities by Service Technicians, in an overall presentation entitled the “Anatomy of a Service Call.” In addition, the Board members typically interact with management and employees through attending functions such as the employee service achievement awards or through touring corporate offices, facilities sites or business units as part of Board meetings. CIC also facilitates additional Director training as part of its Subsidiary Crown Directors Training Program. This year, CIC held two (2) Director training sessions: 1) cybersecurity and the Boardʼs role; and, 2) Board leadership and optimizing CEO and Executive Board relations. CIC also hosts meetings periodically throughout the year for the Board Chair and each of the Committee Chairs to discuss issues with the Chairs of 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 To ensure adequate Board performance, the ESG conducts annual performance reviews of the Board, the Board Committees, Chairs and individual Directors. On a rotational, triennial basis, the ESG arranges a survey of each Director to obtain their feedback on the effectiveness and contribution of the Board, the Committees, Chairs and individual Directors. The ESG may utilize the assistance of an external consultant to conduct the survey task.
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2023-24 Statement of Corporate Governance Practices
The ESG conducted an evaluation of all Board Committees and Committee Chairs for the
The ESG is responsible for monitoring compliance with the Ethics Policies. Management receives and monitors any reports arising under the Code, the Whistleblower Policy, and the Reporting of Losses Compliance Procedures. There is a protocol outlined for management on how to address complaints under the Ethics Policies. Depending on the issue, management will either report to the ESG immediately, or at least annually for matters relating to the Code, semi-annually for issues relating to the Whistleblower Policy, or quarterly for issues relating to the Reporting of Losses Policy. In addition to the Code, SaskEnergyʼs Directors abide by CICʼs Directorsʼ Code of Conduct. The ESG is the Ethics Advisor for this purpose. The Ethics Advisor administers, monitors and enforces the Directorsʼ Code of Conduct, including reporting annually to the Board concerning compliance. Upon appointment, a Director declares (“Declarations”) to the ESG the number of other Boards on which they sit as Directors and any material interests in any SaskEnergy business and/ or any material contract with SaskEnergy or its subsidiaries. This is meant to proactively address the personʼs 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 CICʼs 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.
2023-24 reporting period. Integrity and Ethics
SaskEnergy promotes a strong culture of ethical business conduct at all levels of the Corporation. The Board has approved and adopted a written Code of Business Conduct and Ethics (the “Code”) that applies to employees, contractors, officers and Directors of SaskEnergy. The Code, designed to promote integrity and deter wrongdoing, is based on fairness, honesty, equal treatment and accountability. It provides guidelines on handling information and protecting or using corporate assets, confidentiality, conduct with suppliers and customers, business hosting, international business, conflicts of interest, compliance with laws and policies, and reporting. To further promote public confidence in the integrity of SaskEnergy and its employees, the Board has approved and adopted a Whistleblower Policy that sets out a formal process for the reporting and investigation of, and appropriate follow-up for, actual or potential complaints of wrongdoing. Compliance with the Code is reinforced through annual mandatory training for all employees conducted by way of an online tool. In addition, The Public Interest Disclosure Act (PIDA) provides employees with an additional mechanism to disclose wrongdoing. PIDA protects individuals from reprisal if, in good faith, they sought advice about making a disclosure, made a disclosure, cooperated in a PIDA investigation or declined to participate in a suspected wrongdoing. There is also a policy on Reporting of Losses that requires disclosure to the police, the Board, CIC Board and Minister, of all losses greater than five hundred dollars ($500.00). The Code, Whistleblower and Reporting of Losses policies (the “Ethics Policies”) are posted on the SaskEnergy intranet site for employees. The Code and Whistleblower policies are also posted on SaskEnergyʼs website for public access. A process is also posted on the website for the public to contact the Chair of ESG, in confidence, to report a perceived violation of the Code or Whistleblower Policy.
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2023-24 Statement of Corporate Governance Practices
Board Committees The Board delegates some of its oversight responsibilities to Board Committees. The
The Committee had seven (7) meetings this fiscal year, which included: review and recommendation for approval of the financial statements, commodity strategies, rate strategies, payee disclosure report, and their economic impact on SaskEnergy; Audit Servicesʼ Three (3) Year Audit Plan, the Corporate Plan, budget and financial targets; balanced scorecard review and updates to Capital Budget and capital spend review; significant contracts and asset optimization activities. The Committee also reviewed risk management activities, monitoring of corporate risks, Audit Services reports, mitigation strategies, policies and Enterprise Environmental, Social and Governance Committee Chair: Bradley Sylvester (C.Dir) Members: Milad Alishahi * , Cherise Arnesen, Leanne Gailey The Environmental, Social, and Governance Committee (“ESG”) 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 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 security monitoring. * Non-independent Board Member criteria for Board members and Committee Chair candidates, and creates profiles of the desired skills, experience and competencies required of the Directors.
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 SaskEnergyʼs 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 Corporationʼs 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.
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2023-24 Statement of Corporate Governance Practices
The Committee monitors compliance with the Corporationʼs Code of Business Conduct and Ethics, including waivers of the Code, the Corporationʼs Whistleblower Policy, and the Reporting of Losses Policy. The 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 four (4) meetings this fiscal year. Critical work of the Committee included: reviewing and updating customer satisfaction survey results; evaluation of Board of Directors, including review and updating Terms of Reference and workplans to identify responsibilities arising from the Bright Line Mandate; key ESG and Directorsʼ policies; complaints under the Corporationʼs Code of Conduct and Business Ethics and Whistleblower Policy; business/industry training for Directors; conflicts of interest, legal services, Indigenous engagement activities, community investment initiatives and corporate branding strategies; the Corporationʼs environmental management program compliance; the Corporationʼs annual environment initiatives, including the Sustainability Report and framework; Corporate Environmental Risk Management Site Assessments and Remediation Program, which outlines related Corporate environmental impact and liabilities, including decommissioning liabilities; the Corporationʼs emissions management program; and, managementʼs update on corporate system asset integrity and reliability. * 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 or safety risks proactively, and assists the Corporation to ensure safety is a priority and critical focus of
the organization. The Committee also sets the CEOʼs performance goals and objectives and conducts a semi-annual assessment of the CEOʼs performance through the Committee Chair and Board Chair. The Committee reports on the CEO evaluations and then reports to the Board on any recommended changes to the CEOʼs 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 identify and recommend candidates for the CEO position. The Committee oversees that the incumbent fulfills the role set out in the CEO mandate. The Committee had six (6) meetings this fiscal year. Important issues included management and executive compensation plans, succession planning updates, relationship with union, review of health and safety performance indicators, business continuity and emergency response, diversity and inclusion updates, annual work plan status updates, revised Drug and Alcohol policy, key policies reviews, and compliance with legislation updates. Strategic Planning and Reporting One of the Boardʼs principal duties is to provide leadership in setting the long-range strategic direction and approve SaskEnergyʼs Corporate Plan. This comprehensive strategic planning process results in the Boardʼs review and approval of the 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 always focuses on the ensuing three (3) years, as a living document. As such, this allows SaskEnergy to adjust the plan as the operating environment evolves quickly. The Board of Directors, together with Executive management, identifies and sets long-term goals for SaskEnergy through the corporate planning process.
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2023-24 Statement of Corporate Governance Practices
SaskEnergyʼs Corporate Plan sets the Corporationʼs path for the next three years and outlines whatʼs important to the Corporation, what it wants to achieve and what it needs to focus on to be successful. The Corporate Plan is updated annually. The Board oversees the process of plan development and provides input, guidance, validation, support, oversight and critical evaluation of the Corporate Plan and its initiatives. The Board measures managementʼs 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 SaskEnergyʼs internal website. As a result, all employees can review SaskEnergyʼs Vision, Corporate Vision, Mission, Values, Strategic Imperatives, Operating Environment, Enterprise Risk Management, Strategy (including SaskEnergyʼs Balanced Scorecard), Financial Overview, and Saskatchewan Crown Sector Strategic Priorities. Public Policy Role SaskEnergy is a statutory Crown corporation governed by The SaskEnergy Act and Regulations. By law, CIC is the holding Corporation for all Saskatchewan commercial Crown corporations, and CIC has the authority to establish direction for SaskEnergy related to matters set out in legislation. As a provincial Crown corporation, SaskEnergy serves a public policy role. SaskEnergy operates the distribution utility which delivers natural gas and energy solutions responsibly to Saskatchewanʼs residents, businesses and industries. SaskEnergy and its subsidiaries fulfill this mission by operating systems for natural gas distribution, transmission, storage and other related activities to promote the conservation and safe use of natural gas while contributing to and promoting the provinceʼs economy. CIC approves SaskEnergyʼs Corporate Plan annually and sets any other strategic priorities against which CIC and the Owner will measure the Corporationʼs performance.
SaskEnergy collaborates with other Saskatchewan Crown corporations to further CICʼs stated priorities of enhancing efficiency gains through joint initiatives, procurements and promoting an open business environment. Risk Identification and Management developed by management, and reviewed and approved by the Board of Directors. SaskEnergyʼs risk management process is designed to identify potential events that may impact SaskEnergy and manage the risk presented within accepted risk tolerance levels. Senior management holds primary SaskEnergy has a formal Enterprise Risk Management Policy and process, which is responsibility for identifying inherent risks and designing and implementing mitigation strategies. Each year, the Board and senior management independently follow a process to identify and prioritize significant inherent risks. The Director, Audit Services, prepares a report summarizing the independent risk assessments completed by the Board and management. This report is discussed at a Board meeting where senior management and the Board align on the key corporate risks and the plans to mitigate or manage the residual risks. The Corporation then implements the mitigation strategies through the Corporate Plan. The Board monitors the risk management programs and oversees the implementation of appropriate systems to manage the identified risks either directly or through the Audit and Finance Committee. The Audit and Finance Committee regularly reviews the Audit Services reports and discusses significant risk areas with the internal and external auditors. Environment & Sustainability Environmental sustainability is critical as the Corporation meets Saskatchewanʼs demand for safe and reliable energy. Itʼs also important to customers and the communities where SaskEnergy operates. The Corporation encourages and promotes environmental responsibility and stewardship through collaboration with stakeholders, including industry and customers, and by supporting community organizations.
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2023-24 Statement of Corporate Governance Practices
Cyber Security Risk SaskEnergy relies on its information and operations technology systems to safely and efficiently operate corporate assets and protect corporate data and personal information. These systems are subject to cyber security risks including, but not limited to, targeted attacks, exposure to computer viruses, and breaches of corporate and personal information within technology systems managed by internal and external parties. A cyber security event could expose the Corporation to loss or misuse of critical data and information, leading to property damage, disruptions to its operations, privacy breaches, loss of confidentiality, and financial or reputational losses. SaskEnergy proactively and continuously monitors its systems to identify and address malicious activity and potential or emerging threats. Business continuity exercises are also conducted regularly. SaskEnergy has developed a cyber security strategy whereby the Corporation tests its systems, builds controls, and conducts investigations to manage cyber security risk. This strategy is partly enshrined in the Enterprise Security Policy, SaskEnergyʼs Cyber Incident Response Plan, and the Acceptable Use of Technology Policy. In addition, the Corporation has added incremental resources to manage and evaluate cyber risks and privacy processes related to the growing adoption of cloud migration, data analytics and mobile technology. Further, to assist with the proper corporate usage of Artificial Intelligence (AI) services, while mitigating risks to the organization, SaskEnergy has developed an Artificial Intelligence Policy. The policy provides guidance to SaskEnergy employees and contractors on the responsible and efficient use of AI and Generative AI tools and services, for positive business outcomes, while minimizing potential risks to the organization. SaskEnergyʼs AI Policy provides an overview of the: use of corporately approved AI services; obligations of staff with respect to the ethical and responsible application of AI and Generative AI within SaskEnergy; roles of both staff and managers in AI training and education; commitment to use AI technologies in a way that is transparent, accountable, respectful of privacy,
SaskEnergy assists its customers in reducing their impacts on the environment and in meeting their environmental goals. For more than 20 years, energy efficiency programs have been offered to help residential and commercial customers install more efficient natural gas appliances. Through collaboration within industry and with a network of local contractors, SaskEnergy creates innovative solutions to help reduce the environmental impact of natural gas. These solutions assist customers in achieving their energy efficiency goals, lowering emissions and reducing costs. From project planning and design through to construction, operation and reclamation, SaskEnergy strives to reduce its impact on all aspects of the environment. This includes plant life, wildlife, wetlands, native prairie and species at risk. As an energy company, SaskEnergy recognizes its role — and the role of the natural gas industry — in reducing greenhouse gas emissions. The Corporation does its part to manage greenhouse gas emissions and contribute to a lower carbon energy future by meeting regulatory requirements. The 2022-23 Sustainability Report provides an overview of SaskEnergyʼs continued progress on ESG principles such as stewardship, community collaboration and socially conscious business practices. It also provides an outlook on the Corporationʼs long-term goals and objectives. The 2022-23 Sustainability Report can be found at https://www.saskenergy.com/about-us/ commitment-sustainability. SaskEnergy continues to evaluate regulatory changes and the impact these may have on reporting. At the time of this report, the CSA continues to develop new guidance on climate-related disclosures in the proposed “National Instrument 51-107 Disclosure of Climate Related Matters.” The Board, where applicable, will consider the recommended disclosures when National Instrument 51-107 comes into force. As of this writing, National Instrument 51- 107 has not been implemented, but it is understood that climate-related disclosure requirements are coming. SaskEnergy will continue to monitor developments with respect to National Instrument 51-107 as they apply to SaskEnergy.
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2023-24 Statement of Corporate Governance Practices
and in line with corporate and regulatory standards; and, responsibilities of employees in the development, maturation, or request of new AI services. The Integrity of Internal Controls and Management Systems SaskEnergyʼs financial statements are prepared following International Financial Reporting Standards (IFRS). As part of the March 31 year- end audit, the external auditors have stated that the Corporationʼs financial statements have been prepared following IFRS. As part of SaskEnergyʼs commitment to accountability, the Audit and Finance Committee reviews the financial performance of the Corporation quarterly. Natural gas purchase transactions and credit risk are reported by management and are actively monitored by the Committee. In addition, the Board and the Audit and Finance Committee receive reports from and work closely with internal and external auditors to promote financial transparency and ensure the integrity, effectiveness, and adequacy of SaskEnergyʼs internal controls and management systems. This includes its Unified Management System (UMS), which aligns corporate pipeline activities, public and worker safety, and environmental protection to promote compliance. The Board sets out limits of authority for expenditures of the Corporation. The expenditures are managed through a series of execution and expenditure authorization policies, which are reviewed regularly by the Board. Some of the limits on authorities are imposed upon both management and the Board through legislation, including Orders in Council, compliance with investment requirements, or changes to The SaskEnergy Act . The Board has also validated and approved a Bright Line Mandate, which is a decision-making matrix that defines the ultimate decision-making body on key matters.
According to the directive of CIC, SaskEnergy has a process in place regarding internal controls certification by the CEO and Chief Financial Officer. This process is designed to provide reasonable assurance regarding the effectiveness of SaskEnergyʼs internal controls over financial reporting. The Board oversees the annual external audit plan of the appointed external auditor for the audit of the Corporationʼs annual financial statements, and the annual internal audit plan carried out by SaskEnergyʼs internal audit group. To preserve the independence of the role of the external auditors, the Audit and Finance Committee must pre-approve all non-audit services undertaken by the external auditor following the Corporationʼs Non-Audit Services Policy. Robust Succession Process The SaskEnergy Executive team uses a semi-annual review process to address strategic management succession. The Executive: evaluates positions and ensures the succession plan is current through an evergreen process; responds to human resource developments; and, focuses on continuous employee development and the mitigation of succession and knowledge transfer risks. The Executive considers various strategic options to address short-term needs (emergency or unforeseen personal circumstances) and long-term needs (structural business changes and planned retirements). The Human Resources and Safety Committee receives a succession plan update semi-annually and reports to the Board on the succession management process. The Board of Directors and CEO directly oversee the succession plans for the CEO and the Executive management team.
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2023-24 Statement of Corporate Governance Practices
Communications (with the Shareholder and Stakeholders) SaskEnergy is committed to the principles of transparency, openness and timeliness in communication with its Owner, CIC, employees, stakeholders and the public. The Board is accountable to the Minister Responsible for SaskEnergy through the Board Chair. The Minister functions as a communication liaison among the Corporation, CIC, Cabinet, the Provincial Legislature and the public. The Corporation follows a Board-approved external communications policy and complies with the communication requirements set by CIC and by its governing statute. SaskEnergy regularly surveys employees and external stakeholders for feedback on its corporate activities. More information on these communications is set out in the Managementʼs Discussion and Analysis. SaskEnergy strives to balance transparency and maintain customer confidentiality in its communications and disclosure as an entity subject to The Freedom of Information and Protection of Privacy Act . The Corporation is subject to annual disclosure requirements of the Legislative Committee regarding Crown Payee Disclosure on all payments greater than $50,000 to employees and suppliers, and for all grants, donations and sponsorships greater than $5,000. All significant public disclosures of corporate performance of the Corporation are subject to prior approval of the Board. SaskEnergy Senior Executive members also appear before Legislative Committees to answer questions relating to the business of the Corporation in preceding years. To facilitate feedback to and from the Owner, the Board Chair communicates with CIC and participates in a CIC Chairs forum, where communication and feedback are provided on the Ownerʼs expectations of all Saskatchewan Crown corporations. SaskEnergyʼs CEO regularly provides briefings to the Minister Responsible for SaskEnergy.
Director Remuneration Under The Crown Corporations Act, 1993 , CIC has the authority to set the compensation to be paid to the Directors. The Human Resources and Safety Committee has the authority to recommend to the Board (and the Board to CIC) adjustments to such compensation. The Audit and Finance Committee receives quarterly reports concerning Directorsʼ remuneration and accounts for any anomalies to the Board. The Committee reviews the annual payee disclosure report, including total remuneration paid to the Directors. Directors are paid a yearly retainer for their services on SaskEnergyʼs 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. • Chair 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. • Directors also receive reimbursement for their reasonable out-of-pocket expenses, including travel, meals and accommodations while performing their duties. Board members each sit on one of the three (3) Committees. There were thirteen (13) Board meetings and seventeen (17) Committee meetings this reporting period. The total remuneration paid to Directors (annual retainers, pro-rated for the portion of the fiscal year each Director was a member of or chaired a Committee, plus Committee per diems) was $324,482.97 * compared to $356,417.39 ** in 2022-23. The total business travel and meeting expenses paid to members of the Board was $26,538.01 * compared to $17,406.30 ** in 2022-23. * This amount was for the 12-month reporting period of April 1, 2023 to March 31, 2024.
** This amount was for the 12-month reporting period of April 1, 2022 to March 31, 2023.
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2023-24 Statement of Corporate Governance Practices
Membership and Attendance at Meetings of the Board and Board Committees from April 1, 2023 to March 31, 2024
Board * (13 mtgs)
Audit (7 mtgs)
ESG (4 mtgs)
HRS (6 mtgs)
Total Possible
Total Attended
Member
%
Barber (Chair)
13
6
20
19
95
Alishahi
12
4
17
16
94
Arnesen
13
4
17
17
100
Braaten+
11
5
16
16
100
Chickoski
13
6
19
19
100
Gailey+
8
2
14
10
71
Greenslade
12
7
20
19
95
Joorisity
13
6
19
19
100
Moulin
10
6
19
16
84
Nowakowski
13
7
20
20
100
Shaw
13
6
19
19
100
Svedahl+
1
1
3
2
67
Sylvester
13
4
17
17
100
Wong+
2
1
3
3
100
+Members appointed (Braaten and Gailey) or removed (Svedahl and Wong) effective June 1, 2023, indicating total possible meetings to attend. * Of the Boardʼs 13 meetings in 2023-24, five were special meetings to discuss the impacts of changes by the provincial government to matters related to the carbon tax and to The SaskEnergy Act regarding carbon tax. For purposes of this report, Directors who attended meetings in part are considered present.
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2023-24 Statement of Corporate Governance Practices
Policies Regarding the Representation of Women on the Board and Executive The Corporation has an informal policy or targets regarding the representation of women on the Board or in Executive officer positions. SaskEnergy is committed to equality of opportunity and has taken steps to increase the representation of women in management and underrepresented roles within the Corporation. These steps include: proactively identifying talented female individuals for leadership training programs and encouraging them to apply for more senior positions; tracking and reporting on diversity metrics; managing the succession plan process; and, identifying top
talent, implementing formal personal development plans, and establishing mentorship relationships for women aspiring to management positions. There are currently three (3) women in Executive management positions, which represents thirty- eight per cent (38%). Six (6) Board members are women, representing fifty per cent (50%) of the Board. This is ahead of the Utility and Oil and Gas Sector general
diversity targets for the representation of women on Boards, as outlined in the Canadian Securities Administrators (CSA) Multilateral Staff Notice 58-310. The Board Chair is Ms. Susan Barber, K.C., and the Vice-Chair is Ms. Nola Joorisity. The following table illustrates the diversity statistics for the number of women represented on SaskEnergyʼs Board of Directors and Executive at year end over each of the past three (3) fiscal years:
2021-22 *
2022-23 *
2023-24
Total Positions
# of Women
Total Positions
# of Women
Total Positions
# of Women
%
%
%
Number of Women Represented on Board Number of Women Represented on Executive Number of Women in Board Leadership Roles (Chair, Vice-Chair)
12
6
50
12
7
58
12
6
50
8
4
50
8
4
50
8
3
38
2
2
100
2
2
100
2
2
100
* Data collected from previous Annual Reports
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2023-24 Statement of Corporate Governance Practices
CEO Assessment, Executive Compensation and Executive Diversity The Human Resources and Safety Committee assesses the CEOʼs performance semi-annually against previously approved objectives aligned with the CEO Position Description, Shareholder public policy objectives and the Corporate Plan. The CSA governance guidelines outline that executive compensation disclosure should contain detailed formulas and the metrics used for how the executive performed against those formulas. In the case of SaskEnergy, the mandate for executive compensation for Saskatchewan Crown corporations is established and monitored by the Owner and CIC. As such, executive compensation aligns with the guidelines established by CIC. In addition, the Board and senior management conduct their own analysis of what is considered market compensation and provide the information to the Owner. Any adjustments to executive management compensation must fit within the parameters established by the Owner. The philosophy of offering market-based compensation is applicable throughout the Corporation, from executive management down, to set performance objectives and expectations
at individual, departmental and corporate levels, and work toward and measure the achievement of these performance objectives. A fundamental principle in SaskEnergyʼs compensation strategy is to provide fair and equitable pay representative of the individual performance with a target at the 50th percentile of the Western Canadian marketplace. The Human Resources and Safety Committee receives and reviews this information and then makes recommendations to the Board respecting CEO and Executive compensation. The CEOʼs direct reports, including all Executive members, are required by legislation to file and report to the Clerk of the Saskatchewan Legislative Assembly their compensation, benefits and any changes in compensation. In addition, the Crown and Central Agencies Committee of the Legislative Assembly of Saskatchewan has, by policy, required Crown corporations, including SaskEnergy, to file an annual payee list that includes the total compensation of Executive members. The report is available on CICʼs website at https://www.cicorp.sk.ca in the Reports & Publications section. The Human Resources and Safety Committee annually reviews the details of these compensation payment reports, and reports its review to the Board.
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Communication and Engagement The Corporation is committed to timely, open and transparent communication with its customers, the public, Indigenous groups, employees and other stakeholders. Customer and Public Communications
campaigns, as well as direct-contact programs such as contractor safety breakfasts, first responder training sessions, school presentations, tradeshows and industry events, landowner mailouts, and news conferences. These include public awareness about what customers should do if they smell natural gas, how to protect themselves from carbon monoxide poisoning, and education about encroachments to maintain the safety of SaskEnergyʼs infrastructure on private property. The Corporation collaborates with other organizations that share a safe digging mandate, including the Saskatchewan Common Ground Alliance (SCGA), which owns and operates Sask 1st Call — the contact service to request a gas line locate. As a Sask 1st Call member company, SaskEnergy promotes the importance of “Call (or Click) Before You Dig.” SaskEnergy works closely with independent plumbing and heating professionals as part of the SaskEnergy Network, which includes 247 Network Member contractors across the province. SaskEnergy Network Members support the natural gas industry and SaskEnergy by delivering downstream services and assisting customers in accessing natural gas solutions for their homes, businesses and farms. The Corporation gains valuable insight on its customer and public communications through its annual customer satisfaction surveys, conducted by a third-party market research company. TransGas has 135 transportation and storage customers managed through dedicated account representatives to meet each customerʼs needs. Customers receive direct communication and can access up-to-date information through the TransGas website. Communication is also facilitated through TransGas Customer Dialogue — a process in which TransGas and participating customers meet to openly discuss a wide array of topics ranging from services and policies to financial results and rates. TransGas uses the Customer Dialogue process as an input to its decision-making process.
SaskEnergy uses a variety of communication methods with its more than 411,000 customers. This includes print and digital media, direct contact through email, telephone and mail, and in-person communication. The Corporation also invests in digital technology to make it easier for customers to access the information they need. Through their Online Account at saskenergy.com, customers can independently engage with their accounts in a variety of ways — including viewing and paying their bills, monitoring their natural gas consumption, linking multiple accounts, signing up for automatic payments, updating contact information, and booking meter exchange appointments. In August 2023, SaskEnergy launched a new mobile app, which offers the same self-service features as the desktop Online Account. SaskEnergyʼs website also provides access to corporate information, such as quarterly financial updates and annual reports, energy efficiency and safety-related information, career opportunities, and the ability for charities and non-profits to request financial and in-kind support through the Corporationʼs community investment program. In addition, SaskEnergy communicates with customers and the public through four corporate social media channels. Major corporate initiatives, such as changes to the Corporationʼs delivery or commodity rates, are communicated through news conferences and public events, and are supported by information distributed through SaskEnergyʼs website and on customer bills. Tools, such as e-billing and equalized payment plans, give customers greater control over the management of their natural gas bills. Initiatives to create public awareness around energy efficiency and public safety are promoted through multimedia advertising and communications
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