SASKENERGY 2017-18 ANNUAL REPORT
Human Resources and Safety Committee Chair: Kelly Bannister Members: David Bishop*, Curt Chickoski, Alice Wong 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 and to assist the corporation in making safety a priority and focus of the organization. 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 and Safety Committee oversees that the incumbent fulfills the role set out in the CEO Mandate. The Committee had four meetings this fiscal year. Important issues included Collective Bargaining, management and Executive compensation plans; succession management updates; review of the Executive total compensation results; compensation and benefits plans review and policies updates; and compliance with legislation update. *Non-independent Board Member ROLES AND RESPONSIBILITIES Written position descriptions posted on SaskEnergy’s website set out the roles and responsibilities of the Chair, Committee Chairs and individual Directors. The role of the Chair is to provide leadership in Board organization, processes, effectiveness and renewal, and balances the roles of the Board and management in the course of the Board discharging its fiduciary and legal responsibilities. The position description for Directors sets out their roles and responsibilities, including legal requirements, accountability, stewardship, knowledge and education, conflicts, confidentiality, as well as expectations for attendance and review of materials in preparation for meetings. The CEO’s Mandate sets out the principal duties and responsibilities for the CEO. This Mandate forms the basis
for the goals and objectives of the CEO and is incorporated into annual performance objectives against which the Human Resources and Safety Committee measures the CEO’s performance. The CEO Mandate was reviewed by the Governance and Social Responsibility Committee this fiscal year. Through a series of execution and expenditure authorization policies that are reviewed regularly with 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, 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.
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