Corporate Governance
Corporation’s performance. SaskEnergy collaborates with other Saskatchewan Crown corporations to further CIC’s stated priorities of enhancing efficiency gains through joint initiatives, procurements, and promoting an open business environment. Approach to Governance SaskEnergy is not legally obligated to comply with the CSA governance guidelines as it does not have share capital and is not a reporting issuer. However, it works toward those guidelines that are applicable and has benchmarked its governance practices against the CSA National Policy and Instrument Guidelines, including National Policy 58-201 and National Instrument 58-101, 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, to address key performance indicators in the measurement of governance. The practices of SaskEnergy are substantially consistent with the foregoing standards as published. 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 values of fairness and 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, a Whistleblower Policy was adopted, which sets out a formal process for the reporting, investigation and appropriate follow-up for actual or potential wrongdoing. The Public Interest Disclosure Act provides employees with an additional mechanism to disclose wrongdoing. In addition, SaskEnergy’s Owner requires disclosure to the police and to the Board, CIC Board, and Minister of all losses greater than $500, pursuant to the Reporting of Losses Policy and processes. Compliance with the Code is reinforced through mandatory training of all employees, and confirmed through the use of an online tool. The Code and the Whistleblower and Reporting of Losses policies are posted
consideration for changes in organizational and business circumstances, the Board delineates the roles and responsibilities delegated to management. Additional limits are placed upon both management and the Board through legislation requiring Orders in Council, compliance with investment requirements, or changes to legislative mandate through The SaskEnergy Act . The Board has also approved a Bright Line Mandate, which is a decision-making matrix that defines the ultimate decision- making body on key matters and is validated by the Board. Strategic Planning and Reporting One of the Board’s principal duties is to provide leadership in setting the long-range strategic direction and to approve SaskEnergy’s overall Strategic Plan. This comprehensive strategic planning process results in the Board’s review and approval of the Corporation’s Strategic Plan, annual operating and capital budgets, and annual Business Plan. The Board of Directors participates with management to identify and set long-term goals for SaskEnergy through the strategic planning and business planning process. The corporate Business Plan involves a five-year rolling projection, which is updated annually. The Board oversees this process, providing input, guidance, validation, and critical evaluation of the Business Plan, Strategic Plan and its initiatives. The Board continues to provide oversight and support in the implementation of the plans and initiatives and to measure their success. Each year, the Board and senior management meet jointly to identify strategic risks, and to review strategies and measurable targets to gauge performance in managing those risks. Public Policy Role SaskEnergy is a statutory Crown corporation governed by The SaskEnergy Act and Regulations. By legislation, CIC is the statutory holding corporation for all of Saskatchewan’s commercial Crown corporations. 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, and its mission is to deliver natural gas in a safe, reliable, affordable way. SaskEnergy and its subsidiaries fulfill this mission through the operation of systems for natural gas distribution, transmission, storage, line locating and other related activities to promote the conservation and safe use of natural gas, while contributing to, and promoting, the economy of the province. CIC approves SaskEnergy’s Business Plan annually and sets any other strategic priorities against which CIC and the Owner will measure the
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