2025-26 Statement of Corporate Governance Practices
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distributed to that Director. Likewise, any Director subject to CIC’s Protocol Regarding Lawyers Serving on Subsidiary Crown Corporation Boards of Directors will recuse themselves from consideration of any item creating a potential conflict of interest. During this reporting period, no waivers were granted by the Board to any Director or Officer authorizing non- compliance with the Ethics Policies. Board Committees The Board delegates some of its oversight responsibilities to Board Committees. The Committee mandates are set out in corresponding Terms of Reference, which are reviewed annually and updated as required. The Terms of Reference for each Committee establish the constitution, operations and areas of responsibility for each Committee in making recommendations to the Board. Full details of the Terms of Reference for each Committee are available at https://www.saskenergy. com/about-us/our-company/board-directors/board- roles-and-responsibilities. Each Committee has also adopted a work calendar to schedule and fulfill specific tasks and assigned responsibilities. Each Committee has the authority to engage and compensate outside advisors when it deems necessary, to assist with its Terms of Reference. The Board Committee structure and composition are listed below. Audit and Finance Committee Chair: Lee Braaten (B. Comm, FCPA FCA, ICD.D) Members: Susan Barber, K.C., * Grant Greenslade, Cory Harkness The Audit and Finance Committee oversees SaskEnergy’s financial performance and ensures the adequacy and effectiveness of the Corporation’s financial reporting, internal controls, management information systems, risk management and audit functions. The Committee ensures that the Board receives financial plans and proposals consistent with the Corporation’s Corporate 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 Audit and Finance Committee members are independent of management. All Committee members are financially literate, according to CSA Multilateral Instrument 52-110. Their education and experience are in their biographies on the SaskEnergy website: https://www.saskenergy.com/about- us/our-company/board-directors. The Committee had six (6) meetings this fiscal year, which included review and recommendation for approval of: the financial statements, commodity strategies, rate
strategies, and payee disclosure report; Audit Services’ Three (3) Year Audit Plan and the Corporate Plan; capital and operating budgets and financial targets; and significant contracts. The Committee also reviewed quarterly balanced scorecard results and updates to Capital Budget and capital spend review, as well as risk management activities, monitoring of corporate risks, Audit Services reports, mitigation strategies, policies and Enterprise security monitoring.
*Non-independent Board Member
Environmental, Social and Governance (ESG) Committee Chair: Brenda Nowakowski (CPA, ICD.D, Pro.Dir.Gov) Members: Shannon Andrews, Nola Joorisity, Tom Lukiwski The ESG Committee provides strategic leadership on corporate environmental and sustainability initiatives, social issues, Indigenous relations, human rights, community investment, and corporate governance processes and policies. 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 cultures with which SaskEnergy works. The Committee’s Terms of Reference include effective oversight to ensure that adequate and effective controls are in place to assess and monitor ESG risk, required disclosures and compliance with regulatory requirements. This Committee creates profiles of the desired skills, experience and competencies required of the Directors. The Committee monitors compliance with the Code, including waivers of the Ethics Policies. The ESG Committee is charged with planning orientation and education programs to keep Directors informed and current with business, social, environmental and ethical requirements. The Committee had four (4) meetings this fiscal year. In addition to evaluation of the Board — including reviewing and updating Terms of Reference and workplans to identify responsibilities arising from the Bright Line Mandate — critical work of the Committee included reviewing and updating: customer satisfaction survey results; key ESG and Directors’ policies; complaints under the Code and Whistleblower Policy; business/industry training for Directors; conflicts of interest, legal services, Indigenous engagement activities, community investment initiatives and corporate branding strategies; the Corporation’s environmental management program compliance; the Corporation’s annual environment initiatives; Corporate
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