Corporate Governance
Governance and Social Responsibility Committee Chair: Ron Barsi Members: Curt Chickoski, Linda Moulin, Doug Shaw The Governance and Social Responsibility Committee is responsible for matters relating to SaskEnergy’s corporate governance regime and corporate social responsibility (CSR). One member is recognized as an expert in the environment field. This Committee has input has input into the selection criteria for Board member and Committee Chair candidates, and creates profiles of the desired skills, experience and competencies required of Directors. The Committee monitors compliance with the Corporation’s Code of Business Conduct and Ethics, including waivers therefrom, the Corporation’s 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 Corporation considers CSR 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 culture with which it works. The Committee mandate includes the effective oversight and obligation to ensure that adequate and effective controls are in place to assess and monitor CSR risk and required disclosures, and compliance with regulatory and statutory requirements. The Committee had four meetings this fiscal year. Key work of the Committee included reviewing the results of the prior year’s peer evaluation results; coordinating and developing of the current year Board evaluation process; the review of disclosures under the Corporation’s Whistleblower Policy; business/ industry training for Directors; review of Board policies; review of management’s corporate system integrity program; Legal Services review; review of Indigenous and Stakeholder Relations; review of corporate branding strategies; review of the Corporation’s environmental management system compliance; and review of the Corporation’s emissions management program. Human Resources and Safety Committee Chair: Alice Wong Members: Veronique Loewen, Annette Revet, Bradley Sylvester The Human Resources and Safety Committee is responsible for, and assists, the Board in overseeing the management of SaskEnergy’s human resource
strategic planning, programs and practices for the development and implementation of fair compensation, performance management and succession planning. The Committee also has the mandate to proactively address safety matters or risks and to assist the Corporation in making safety a priority and focus of the organization. The Committee also sets the CEO’s performance goals and objectives, and conducts a semi-annual assessment of the CEO’s performance through the Committee Chair and Board Chair. The findings of this evaluation, and any changes to the CEO’s compensation as a result of the review, are recommended to the Board. Further, the Committee makes recommendations to the Board regarding the approval of employee and Executive compensation, including measures and targets, and receiving direction on its mandate (both in and out of scope) through communication with CIC. An ad hoc Board Committee is created, when necessary, to identify and recommend to the Board candidates for the position of CEO, while the Human Resources and Safety Committee oversees that the incumbent fulfills the role set out in the CEO Mandate. The Committee had four meetings this fiscal year. Important issues included management and Executive compensation plans; succession management updates; review of the Executive total compensation results; compensation and benefits plans review and key policies reviews; and compliance with legislation update. Roles and Responsibilities Written position descriptions posted on SaskEnergy’s 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, and balances 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, as well as expectations for attendance and review of materials in preparation for meetings. The CEO’s 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 annual performance objectives against which the Human Resources and Safety Committee measures the CEO’s performance. Through a series of execution and expenditure authorization policies that are reviewed regularly with
p.94
Made with FlippingBook Ebook Creator