Statement of Corporate Governance Practices 2021-22
Board of Directors SaskEnergy’s Board of Directors is led by Board Chair, Susan Barber (Q.C., C.Dir.) and Vice Chair, Nola Joorisity (FCPA, FCA, CMA, C.Dir.). Board member biographies can be viewed at https://www.saskenergy.com/about-us/ our-company/board-directors. Executive Committee SaskEnergy has an eight-member Executive Team led by Acting President and CEO, Mark H. J. Guillet (Q.C., CIC.C, ICD.D). Executive biographies can be found at https://www.saskenergy.com/about-us/our-company/ SaskEnergy is a Saskatchewan Crown corporation governed by The SaskEnergy Act (“SaskEnergy” or the “Corporation”). It is a designated subsidiary of Crown Investments Corporation (“CIC”). CIC operates as a holding company for commercial Crown corporations and commercial investments owned by the Government of Saskatchewan. The Government of Saskatchewan owns SaskEnergy (“Owner”). Our Approach to Governance We are committed to high standards of governance that are consistent with regulatory expectations and evolving best practices. We believe that good governance and being clear about our expectations around governance supports ethical conduct, and it allows us to do a better job running our business and complying with the laws and standards that apply to us. executive-leadership. Corporate Profile As a Crown corporation, SaskEnergy is not legally obligated to comply with the Canadian Securities Administrators (CSA) Governance Guidelines as we do not have share capital and we are not a reporting issuer. However, we benchmark against these governance practices, including National Policy 58-201 and National Instrument 58-101, the 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. We apply those guidelines that are applicable. The practices of SaskEnergy are substantially consistent with these standards as published. Board Composition SaskEnergy’s Board of Directors (the “Board”) is representative of the Saskatchewan community and industry. According to The SaskEnergy Act , the Lieutenant Governor in Council may appoint up to twelve (12) members and designate a Chair and a Vice Chair. Members represent community/stakeholder diversity, and they possess various attributes, including industry
expertise, strategic leadership, entrepreneurial and communication skills, integrity, flexibility, initiative, and sound judgment. Members are appointed to a fixed term by the Lieutenant Governor in Council, who may renew the term. There are currently eleven (11) people appointed to SaskEnergy’s Board of Directors. These same eleven (11) people sit as members on the Boards of Directors for each of SaskEnergy’s four (4) subsidiary companies. Independence Good governance provides that board members should be independent. A Director is independent if they have no direct or indirect material relationship with the company. In this reporting period, none of the Directors have direct material contracts or relationships with the Corporation or have received remuneration from the Corporation except the fees and compensation concerning their role as Directors and Committee members or as Directors of subsidiaries of the Corporation as outlined below. They have not been employees of the Corporation, and the President and CEO does not have a vote on the Board. However, the Board Chair, Ms. Susan Barber, Q.C., is a partner in a law firm that has performed legal services for the Corporation in the 12-month reporting period. Another Board member, Milad Alishahi, is also a partner in a different law firm that has performed legal services for the Corporation in the 12-month reporting period. Each of them is deemed to have a material indirect relationship with the Corporation. CIC addresses this independence issue through a Protocol Regarding Lawyers Serving on Subsidiary Crown corporation Boards of Directors (the “Protocol”). The Protocol adopts the principle that for a Director to be independent, they must be free from a direct or indirect material relationship to the Corporation and not in a position to influence the choice of law firms. Given the smaller local market in Saskatchewan for legal services, while the Protocol restricts Directors from any direct material relationship, it allows a limited indirect relationship subject to parameters set out in the Protocol. These parameters include pre-approval of legal services by a Board Committee, declarations of conflict, no direct benefit to the Director, and restriction of information to that Director. The Environmental, Social and Governance Committee of the Board (“ESG”), which consists of independent non-lawyer Board members, reviews and approves the Corporation’s external legal service providers following the Protocol on an as-required basis and reviews the services these law firms provide.
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