2015-16 SaskEnergy Annual Report

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 in the 15-month reporting period. Important issues dealt with included the development of various Commodity Strategies to cover all natural gas transactions, SaskEnergy commodity rates, TransGas and Many Islands Pipe Lines (Canada) Limited service rates, payee disclosure report, the Automated Metering Infrastructure System updates, the corporate insurance review, review of corporate Accounts Receivable, review of Audit Services reports and various risk management activities and policies review.

Governance Committee

Chair: David Bishop* Members: Kelly Bannister, Linda Clavelle, Victor Thomas The Governance Committee is responsible for matters relating to SaskEnergy’s corporate governance regime. 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 Whistle Blower 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 Committee had six meetings in the 15-month reporting period. Key work of the Committee included coordinating the 2014 Board and Board Chair evaluation process and development of the 2015 Committees, Committee Chairs and peers evaluation process; review of 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.

*Non-independent Board Member + Board Member resigned as of February 5, 2016

*Non-independent Board Member

Business Development Committee

Human Resources/Compensation Committee

Chair: Jim Baker Members: Norm Beug, Curt Chickoski, Grant Gayton, Dr. Denis Jones + The Business Development Committee provides guidance that enables SaskEnergy to grow in a strategic direction in alignment with the Crown Sector Strategic Priorities established by the Owner and SaskEnergy’s expertise and mandate. The Committee is comprised of members who assist the Board in oversight of new strategic and tactical Saskatchewan investments and business opportunities. The Committee had five meetings in the 15-month reporting period. Notable work of the Committee included review of the growth plan for unregulated business initiatives, the portable pipeline opportunities, gas processing plant activities and gas storage services. The Committee monitored the Corporation’s investments in joint operations with third parties in a natural gas storage field and in a southeast Saskatchewan gas processing facility.

Chair: Victor Thomas Members: Jim Baker, Susan Barber, Q.C.*, Norm Beug, Curt Chickoski The Human Resources/Compensation 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 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 direction on its mandate 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/Compensation Committee oversees that the incumbent fulfills the role set out in the CEO Mandate.

+ Board Member resigned as of February 5, 2016



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