ENERG-0351_2021-22_AR_Corporate_Governance_Book_(JUL-5)

Statement of Corporate Governance Practices 2021-22

The Board Chair, Ms. Susan Barber, Q.C., and board member, Milad Alishahi, are lawyers subject to this Protocol. Throughout this disclosure, the asterisk by their names reflect that they are not independent due to the deemed material indirect relationship. All other Directors, including the Vice Chair of the Board, are independent of management. Board Mandate Good governance starts with the Board. The SaskEnergy Board provides stewardship, including direction setting and general oversight of the Corporation’s operations management, and oversees and closely monitors the Corporation’s adherence to The SaskEnergy Act and its Regulations. The Directors serve on committees that specialize in key areas: audit, finance and risk review; environment, social and governance; and, human resources and safety. The Board’s mandate is outlined in the Board’s Terms of Reference, which defines its roles and responsibilities. It sets the strategic direction, ensures the integrity and adequacy of the Corporation’s systems and management practices, recommends the appointment or termination of the President and Chief Executive Officer (“CEO”), and regularly examines the objectives and mandates of its structure. The Board promotes a culture of integrity; oversees the management of the Corporation, strategic plan, and material and corporate risks; evaluates the Corporation’s performance; and monitors financial results. Board Renewal and Appointment Appointment of the Directors is ultimately made by the Government by Order in Council, upon the recommendation of CIC and the Board. Through the ESG, the Board also undertakes an evergreen approach in analyzing the skills and experience necessary for the composite blend and full functioning of the Board and its Committees, and makes nomination recommendations to the Minister of Crown Investments. If required by the Owner or directed by Government, the ESG is charged with leading the process to identify, recruit and recommend qualified candidates for appointment to the Board. The ESG assesses the skills and competencies of the Board and its Committees to support the strategic direction and operational needs of the Corporation. The Board has approved and adopted a Skills Matrix of those skills desired or required of board members. The ESG performs a skills gap analysis intended to assist in achieving a balance of board members' skills through the recruitment/appointment of new members. The ESG may meet with potential candidates to assess the overall fit with the blend of skills and experience of the current Board, time availability, or any potential conflicts that could limit their full participation. The ESG also makes annual

recommendations to the Board regarding the appropriate structure, size and composition of the Board and its Committees and the required qualifications. Position Descriptions 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. The Chair’s role is to balance 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, and 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 it is incorporated into the annual performance objectives against which the Human Resources and Safety Committee measures the CEO’s performance. Orientation and Continuing Education The Board has approved and adopted a Board of Directors Training Policy (the “Training Policy”). The Training Policy has a comprehensive orientation curriculum, including specific 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. This year, Board training occurred in September 2021. At that meeting, the agenda included an in-depth review of financial statements governance and internal controls over financial reporting, the Enterprise Risk Management system and analysis of residual risk tolerances. In addition, the Board members typically 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. In view of COVID-19 there were no in-person events or field visits, but some sites were attended by video conference.

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