2020-21 SaskEnergy Corporate Governance

Corporate Governance

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. 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. leadership in setting the long-range strategic direction and to approve SaskEnergy’s Corporate Plan. This comprehensive strategic planning process results in the Board’s review and approval of the Corporate Plan and annual operating and capital budgets. The previous five-year Strategic Plan served the organization through a period of steady growth, including the expansion of SaskEnergy’s natural gas system to meet the demand of customers, businesses and industries. SaskEnergy has moved toward a more agile planning process to help achieve its Corporate Vision. Although the new Corporate Plan focuses on the next three years, as a living document, it allows SaskEnergy to quickly adjust the course of action as its operating environment evolves. The Board of Directors participates with management to identify and set long-term goals for SaskEnergy Strategic Planning and Reporting One of the Board’s principal duties is to provide through the corporate planning process. The Corporate Plan involves a three-year rolling projection, which is expected to be updated annually. The Board oversees this process, providing input, guidance, validation, and critical evaluation of the Corporate 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. Public Policy Role SaskEnergy is a statutory Crown corporation governed by The SaskEnergy Act and Regulations. By legislation, CIC is the statutory holding corporation for all of Saskatchewan’s commercial Crown corporations.

CIC has the authority to establish direction for SaskEnergy related to matters set out in legislation. As a provincial Crown corporation, SaskEnergy serves a public policy role. SaskEnergy delivers natural gas and energy solutions responsibly to the residents, businesses and industries of Saskatchewan. SaskEnergy and its subsidiaries fulfill this mission through the operation of systems for natural gas distribution, transmission, storage, line locating and other related activities to promote the conservation and safe use of natural gas, while contributing to, and promoting, the economy of the province. CIC approves SaskEnergy’s Corporate Plan annually and sets any other strategic priorities against which CIC and the Owner will measure the Corporation’s performance. SaskEnergy collaborates with other Saskatchewan Crown corporations to further CIC’s stated priorities of enhancing efficiency gains through joint initiatives, procurements, and promoting an open business environment. Approach to Governance SaskEnergy is not legally obligated to comply with the CSA governance guidelines as it does not have share capital and is not a reporting issuer. However, it works toward those guidelines that are applicable and has benchmarked its governance practices against the CSA National Policy and Instrument Guidelines, including National Policy 58-201 and National Instrument 58-101, guidelines of the Chartered Professional Accountants of Canada, and observations of the Office of the Auditor General of Canada, Treasury Board of Canada Secretariat and Conference Board of Canada, to address key performance indicators in the measurement of governance. The practices of SaskEnergy are substantially consistent with the foregoing standards as published. Integrity and Ethics SaskEnergy promotes a strong culture of ethical business conduct at all levels of the Corporation. The Board has approved and adopted a written Code of Business Conduct and Ethics (the Code) that applies to employees, contractors, officers and Directors of SaskEnergy. The Code, designed to promote integrity and deter wrongdoing, is based on values of fairness and honesty, equal treatment and accountability. It provides guidelines on handling information and protecting or using corporate assets, confidentiality, conduct with suppliers and customers, business hosting, international business, conflicts of interest, compliance with laws and policies, and reporting. To further promote public confidence in the integrity of SaskEnergy and its employees, the Corporation


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