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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