Corporate Governance
Director Remuneration Compensation received by Directors is fixed by CIC under The Crown Corporations Act, 1993. The Environmental, Social and Governance Committee has authority to recommend to the Board (and the Board to CIC) adjustments to such compensation. The Audit and Finance Committee receives quarterly reports with respect to the remuneration of Directors and reports any anomalies to the Board. The Committee reviews the annual payee disclosure report that includes total remuneration paid to Directors. Directors are paid an annual retainer for their services on SaskEnergy’s Board, as well as a set per diem fee for travel time and attendance at Committee and Board meetings, as follows: • Chair of the Board: annual retainer of $40,000; • Other Directors: annual retainer of $25,000; • Chair of Audit and Finance Committee: annual retainer of $3,500; • Chairs of other Committees: annual retainer of $2,500; • Committee members: $750 per day meeting fee; and • Directors also receive reimbursement for their reasonable out-of-pocket expenses including travel, meals and accommodations while performing their duties. Board members each sit on one of the three Committees. There were ten Board meetings and 14 Committee meetings this reporting period. The total remuneration paid to Directors (annual retainers, pro- rated for the portion of the fiscal year each Director was a member of or chaired a Committee, plus Committee per diems) was $355,168.74 + compared to $353,536** in 2019-20. The total business travel and meeting expenses paid to members of the Board were $5,270.14 + compared to $19,724** in 2019-20. +This amount was for the 12-month reporting period of April 1, 2020 to March 31, 2021. **The 2018-19 amount was for the 12-month period from April 1, 2019 to March 31, 2020.
training sessions to ensure that new and continuing Directors develop a strong understanding of SaskEnergy’s business and current challenges, as well as the roles of the Board and Committees and the individual contributions Directors are expected to make. Board members also participate in continuing education on industry issues, financial reporting, business operations, procedural issues and ethical obligations to enhance their skills and knowledge. Board training for 2020 was suspended due to the COVID-19 pandemic, and will resume when an in-person meeting can take place safely. It is currently scheduled for September 2021. Board members interact with management and employees through attending functions such as the employee service achievement awards or through touring corporate offices, facilities sites or business units as part of Board meetings. CIC also facilitates additional Director training as part of its Subsidiary Crown Directors Training Program. This year, CIC held three director training sessions. CIC also hosts meetings periodically throughout the year for the Chair of the Board and the Chairs of each of the Committees to discuss issues with the Chairs from other Saskatchewan Crown corporations. These meetings serve as forums to look at matters such as best practices and efficiencies, and to receive messaging from the Owner. Board and Director Performance Assessment To ensure adequate Board renewal, the Environmental, Social and Governance Committee conducts annual performance reviews for the Board, Committees, Chairs and individual Directors. It surveys the Directors to obtain feedback on the effectiveness and contribution of the Board, Committees, Chairs and individual Directors on a rotational, triennial basis. Assessments by the Committee include a skills matrix to ensure the Board possesses the requisite experience, expertise and business and operational insight for effective stewardship of the Corporation. Assessments also consider diversity and representation of women on the Board and its Committees, and by proactively identifying potential female candidates. These results are summarized and reported to the Board as well as to the CIC Board. The Environmental, Social and Governance Committee may utilize the assistance of an external consultant to conduct the survey task. The Environmental, Social and Governance Committee conducted an evaluation of all Board Committees and Committee Chairs for the for 2020-21 reporting period.
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