Board Committees Q1 – Q3
Governance and Social Responsibility Committee
Chair: Linda Clavelle Members: Neal Krawchuk, Annette Revet, Alice Wong The Governance and Social Responsibility Committee is responsible for matters relating to SaskEnergy’s corporate governance regime and for corporate social responsibility (CSR) matters. It has input into the selection criteria for candidates for Board members, Chairs, and creates profiles of the desired skills, experience and competencies required of Directors. This 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 and ethical requirements. The Corporation considers CSR to include: conducting business in a safe, socially responsible, ethical and transparent manner; protecting the environment and the safety of all individuals 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 obligation to ensure that adequate and effective controls are in place to monitor CSR risk and compliance with regulatory and statutory requirements. The Committee had four meetings this fiscal year. Key work of the Committee included coordinating the 2015-16 Committees, Committee Chairs and peer evaluation process and the development of the 2016-17 Board and Board Chair evaluation process; recommendation of changes to the existing Committee structures, composition and mandates; the development of a revised potential qualified Board candidate list; the review of disclosures under the Corporation’s Whistleblower Policy; the business/industry training for Directors and review of Board policies.
Audit and Finance
Nola Joorisity (Chair), Susan Barber, Q.C.*, David Bishop*, Neal Krawchuk
Business Development
Jim Baker (Chair), Norm Beug, Curt Chickoski, Grant Gayton
Governance
David Bishop* (Chair), Kelly Bannister, Linda Clavelle, Victor Thomas
Human Resources and Compensation
Victor Thomas (Chair), Jim Baker, Susan Barber, Q.C.*, Norm Beug, Curt Chickoski
Safety and Corporate Social Responsibility
Neal Krawchuk (Chair), Kelly Bannister, Linda Clavelle, Grant Gayton, Nola Joorisity
*Non-independent Board Member
Audit and Finance Committee
Chair: Nola Joorisity Members: Jim Baker, Susan Barber, Q.C.*, Tina Svedahl The Audit and Finance Committee oversees the financial performance and ensures the integrity, effectiveness and accuracy of the Corporation’s financial reporting, control systems, risk management and audit functions. The Committee ensures that the Board is provided with financial plans and proposals consistent with the Corporation’s overall Strategic Plan, annual Business Plan and public policy objectives. The Committee meets regularly outside the presence of management with the appointed external auditor, the Provincial Auditor and internal auditors. Except as qualified previously, all members of the Audit and Finance Committee are independent of management. All Committee members are financially literate, as that term is commonly defined with respect to the composition of audit committees within the CSA Multilateral Instrument 52-110, and their education and experience in understanding financial matters is addressed in their biographies on the governance portion of the SaskEnergy website. The Committee had 11 meetings this fiscal year. Important issues included the development of various Commodity Strategies to cover all natural gas transactions; SaskEnergy commodity and delivery rates; payee disclosure report; review of various technology projects; the corporate insurance review; review of corporate Accounts Receivable; review of Audit Services reports; and various risk management activities and policies review.
Human Resources and Safety Committee
Chair: Kelly Bannister Members: Ron Barsi, David Bishop*, Curt Chickoski 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. The Committee also sets the CEO’s performance goals and objectives, and conducts a semi- annual and 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
*Non-independent Board Member
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2016-17 ANNUAL REPORT SASKENERGY
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