2020-21 SaskEnergy Corporate Governance

Corporate Governance

Environmental, Social and Governance Committee Chair: Ron Barsi Members: Curt Chickoski, Linda Moulin, Doug Shaw The Environmental, Social and Governance (ESG) Committee provides strategic leadership for items such as corporate environmental and sustainability initiatives, social issues, Indigenous relations, human rights, community investment, and governance processes and policies. One member is recognized as an expert in the environment field. This Committee 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. The 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, social, environmental and ethical requirements. The Corporation considers ESG to include: conducting business in a safe, socially responsible, ethical and transparent manner; protecting the environment 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 effective oversight and obligation to ensure that adequate and effective controls are in place to assess and monitor ESG risks and required disclosures, and compliance with regulatory requirements. The Committee had four meetings this fiscal year. Key work of the Committee included: reviewing and updating the CEO’s mandate; review of customer satisfaction survey results; coordinating evaluation of the Board of Directors including Committee structures; review of key policies; review of disclosures under the Corporation’s Whistleblower Policy; business/industry training for Directors; Legal Services review; review of Indigenous engagement activities; review of community investment initiatives; review of corporate branding strategies; review of the Corporation’s environmental management system compliance; review of the Corporation’s annual environment initiatives, including Sustainability Reports and their framework; review of the Corporate Environmental Risk Management Site Assessment and Remediation Program that outlines related Corporate environmental impact and liabilities, including decommissioning liabilities; review of the Corporation’s emissions management program; and review of management’s update on corporate system integrity.

Human Resources and Safety Committee Chair: Alice Wong Members: Veronique Loewen, Annette Revet, Bradley Sylvester 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 or risks 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 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 (both in and out of scope) 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: management and Executive compensation plans; succession management updates; review of health and safety performance indicators; a diversity and inclusion update; annual work plan status updates; reviews of key policies; 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 and effectiveness and renewal, as well as balance 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. and compliance with legislation updates. Roles and Responsibilities


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