SASKENERGY 2018-19 ANNUAL REPORT 7 8
The Committee had seven meetings this fiscal year. Important issues included the review and approval of financial statements; development of various Commodity Strategies to cover all natural gas transactions; SaskEnergy commodity and delivery rates; payee disclosure report; review of various infrastructure expansion plans; divestiture of non-core assets, technology projects; the corporate insurance review; review of corporate Accounts Receivable; review of Audit Services reports; information technology strategy review; Business Plan, budget and financial targets review; and various risk management activities and policies review as well as regulatory risks arising from them. Enterprise Cyber security monitoring and security updates were provided to the Committee at each meeting. Internal security resourcing was enhanced to meet increased efforts in this area. *Non-independent Board Member Governance and Social Responsibility Committee Chair: Ron Barsi Members: Curt Chickoski, Linda Moulin, Doug Shaw The Governance and Social Responsibility Committee is responsible for matters relating to SaskEnergy’s corporate governance regime and corporate social responsibility (CSR). One member is recognized as an expert in the environment field. It 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. This 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 CSR 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 CSR risk and required disclosures, and compliance with regulatory and statutory requirements. The Committee had four meetings this fiscal year. Key work of the Committee included reviewing the results of the
prior year Committee and Committee Chairs evaluations; coordinating and developing of the current year Peer evaluation process; the review of disclosures under the Corporation’s Whistleblower Policy; business/industry training for Directors; review of Board policies; review of Bright Line Mandate; review management’s corporate system integrity program; Legal Services review; review of Indigenous and stakeholder relations; review of the Corporation’s environmental risk management site remediation and decommissioning program; review of the Corporation’s environmental management system compliance; and review of the Corporation’s greenhouse gas emissions management program with a strategy to meet federal and provincial regulatory targets for climate change impacts and risks. Human Resources and Safety Committee Chair: Alice Wong Members: Veronique Loewen, Annette Revet 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 Collective Bargaining updates, management and Executive compensation plans; succession management updates; review of the Executive total compensation results; compensation and benefits plans review and key policies updates; and compliance with legislation update, including updates to policies, procedures and training regarding the legalization of cannabis in 2018.
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