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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