Corporate Governance
Director Remuneration Compensation received by Directors is fixed by CIC under The Crown Corporations Act, 1993 . The Governance and Social Responsibility Committee has authority to recommend to the Board (and the Board to CIC) adjustments to such compensation. The Audit and Finance Committee receives quarterly reports with respect to the remuneration of Directors and reports any anomalies to the Board. The Committee reviews the annual payee disclosure report that includes total remuneration paid to Directors. Directors are paid an annual retainer for their services on SaskEnergy’s Board, as well as a set per diem fee for travel time and attendance at Committee and Board meetings, as follows: • Chair of the Board: annual retainer of $40,000; • Other Directors: annual retainer of $25,000; • Chair of Audit and Finance Committee: annual retainer of $3,500; • Chairs of other Committees: annual retainer of $2,500; • Committee members: $750 per day meeting fee; and • Directors also receive reimbursement for their reasonable out-of-pocket expenses including travel, meals and accommodations while performing their duties. Board members each sit on one of the three Committees. There were seven Board meetings and 14 Committee meetings this reporting period. The total remuneration paid to Directors (annual retainers, pro-rated for the portion of the fiscal year each Director was a member of or chaired a Committee, plus Committee per diems) was $353,536 + compared to $351,354** in 2018-19. The total business travel and meeting expenses paid to members of the Board were $19,724 + compared to $17,906** in 2018-19. +This amount was for the 12-month reporting period of April 1, 2019 to March 31, 2020. **The 2018-19 amount was for the 12-month period from April 1, 2018 to March 31, 2019.
on this topic. The second training session focused on one of the Corporation’s top risks of gas line facility or operational failures. The training included management providing an overview of some of the key processes and controls in place to manage and monitor this risk. Board members 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 one director training session. CIC also hosts meetings periodically throughout the year for the Chair of the Board and the Chairs of each of the Committees to discuss issues with the Chairs from 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 renewal, the Governance and Social Responsibility Committee conducts annual performance reviews for the Board, Committees, Chairs and individual Directors. It surveys the Directors to obtain feedback on the effectiveness and contribution of the Board, Committees, Chairs and individual Directors on a rotational, triennial basis. Assessments by the Committee include a skills matrix to ensure the Board possesses the requisite experience, expertise and business and operational insight for effective stewardship of the Corporation. Assessments also consider diversity and representation of women on the Board and its Committees, and proactively identifying potential female candidates. These results are summarized and reported to the Board as well as to the CIC Board. The Governance and Social Responsibility Committee may utilize the assistance of an external consultant to conduct the survey task. This year, the process consisted of a Directors survey on the performance and effectiveness of Board member peers.
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