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.
4
Made with FlippingBook Ebook Creator