CORPORATE GOVERNANCE
COMMITTEE MANDATES AND MEMBERSHIP The Board fulfills its oversight responsibilities for the operation of SaskEnergy by utilizing its Board Committees. The Terms of Reference or mandates of the Committees are reviewed annually and updated where required. The Terms of Reference for each Committee establish the constitution, operations and areas of responsibility over which that Committee makes recommendations to the Board. Full details of the Terms of Reference for each Committee can be found on SaskEnergy’s corporate website at www.saskenergy.com/about_saskenergy/governance.asp. Committees have also adopted work calendars to schedule and fulfill specific tasks and assigned responsibilities. Each Committee has the authority to engage and compensate outside advisors that it deems necessary to assist with its mandate. The Board Committee structure and composition is listed below: 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 http://www. saskenergy.com/about_saskenergy/governance.asp. The Committee had six meetings this fiscal year. Important issues included the review and approval of financial statements; 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; information technology strategy review; Business Plan, budget and financial targets review; and various risk management activities and policies review. *Non-independent Board Member Governance and Social Responsibility Committee Chair: Linda Clavelle Members: Ron Barsi, Neal Krawchuk, Annette Revet The Governance and Social Responsibility Committee is responsible for matters relating to SaskEnergy’s corporate governance regime and corporate social responsibility (CSR). It 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. 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 reviewing the results of the prior year Board and Board Chair evaluations; coordinating and developing of the current year Committees and Committee Chairs evaluation process; the review of disclosures under the Corporation’s Whistleblower Policy; business/industry training for Directors; review of Board policies; review management’s corporate system integrity program; Legal Services review; review of the Corporation’s environmental risk management site remediation program; review of the Corporation’s environmental management system compliance; and review of the Corporation’s greenhouse gas emissions management program.
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