CORPORATE GOVERNANCE
ROLES AND RESPONSIBILITIES 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, effectiveness and renewal, and balances 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. 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. STRATEGIC PLANNING AND REPORTING One of the Board’s principal duties is to provide leadership in setting the long-range strategic direction and to approve SaskEnergy’s overall Strategic Plan. This comprehensive strategic planning process results in the Board’s review and approval of the Corporation’s Strategic Plan, annual operating and capital budgets, and annual Business Plan. The Board of Directors participates with management to identify and set long-term goals for SaskEnergy through the strategic planning and business planning process. The corporate Business Plan involves a five- year rolling projection, updated annually. The Board oversees this process, providing input, guidance,
validation, and critical evaluation of the Business Plan, Strategic 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, and its mission is to deliver natural gas in a safe, reliable, affordable way. 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 Business 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.
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