Statement of Corporate Governance Practices 2021-22
CIC also facilitates additional Director training as part of its Subsidiary Crown Directors Training Program. This year, CIC held two (2) Director training sessions: 1) Exploring Environmental, Social and Governance and Diversity, Equity and Inclusion, and 2) Strategy, Strategic Thinking/Planning and the Role of the Board. CIC also hosts meetings periodically throughout the year for the Chair of the Board and the Chairs of each of the Committees to discuss issues with the Chairs from the other Saskatchewan Crown corporations. These meetings serve as forums to look at matters such as best practices and efficiencies, and to receive messaging from the Owner. Board and Director Performance Assessment To ensure adequate Board performance, the ESG conducts annual performance reviews of the Board, the Board Committees, Chairs and individual Directors. It arranges a survey of the Directors to obtain their individual feedback on the effectiveness and contribution of the Board, the Committees, Chairs and individual Directors on a rotational, triennial basis. The ESG may utilize the assistance of an external consultant to conduct the survey task. The ESG conducted an evaluation of all Board Committees and Committee Chairs for the 2021-22 reporting period. Integrity and Ethics SaskEnergy promotes a strong culture of ethical business conduct at all levels of the Corporation. The Board has approved and adopted a written Code of Business Conduct and Ethics (the “Code”) that applies to employees, contractors, officers, and Directors of SaskEnergy. The Code, designed to promote integrity and deter wrongdoing, is based on fairness, honesty, equal treatment and accountability. It provides guidelines on handling information and protecting or using corporate assets, confidentiality, conduct with suppliers and customers, business hosting, international business, conflicts of interest, compliance with laws and policies, and reporting. To further promote public confidence in the integrity of SaskEnergy and its employees, the Board has approved and adopted a Whistleblower Policy, which sets out a formal process for the reporting, investigation and appropriate follow-up for actual or potential complaints of wrongdoing. Compliance with the Code is reinforced through annual mandatory training for all employees, conducted by way of an online tool. In addition, The Public Interest Disclosure Act provides employees with an additional mechanism to disclose wrongdoing, and there is a policy on Reporting of Losses
that requires disclosure of all losses greater than five hundred dollars ($500.00) to the police, the Board, CIC Board and Minister. The Code, Whistleblower and Reporting of Losses policies (the “Ethics Policies”) are posted on the SaskEnergy intranet site for employees. The Code and Whistleblower policies are also posted on SaskEnergy’s website for public access. A process is also posted on the website for the public to contact the Chair of ESG, in confidence, to report a perceived violation of the Code or Whistleblower Policy. The ESG is responsible for monitoring compliance with the Ethics Policies. Management receives and monitors any reports arising under the Code, the Whistleblower Policy, and the Policy for Reporting Losses. There is a protocol outlined for management on how to address complaints under the Ethics Policies. Depending on the issue, management will either report to the ESG immediately, or at least annually for matters relating to the Code, semi-annually for issues relating to the Whistleblower Policy, and quarterly for issues relating to the Reporting of Losses Policy. In addition to the Code, SaskEnergy’s Directors abide by the CIC’s Directors' Code of Conduct. The ESG is the Ethics Advisor for this purpose. The Ethics Advisor administers, monitors and enforces the Directors' Code of Conduct, including reporting annually to the Board concerning compliance. Upon appointment, a Director declares (“Declarations”) to the ESG the number of other Boards on which they sit as Directors and any material interests in any SaskEnergy business and/or any material contract with SaskEnergy or its subsidiaries. This is meant to proactively address each member’s ability to perform their role, and potential conflicts of interest. It is also standard procedure to commence all Board and Committee meetings with an in-camera agenda where Board members are asked to declare any conflicts of interest or changes to outside employment or directorships that may create a potential or perceived conflict of interest. Management reviews the meeting Agenda against the Board member Declarations before each Board and Board Committee meeting, and the material relating to a matter where a conflict has been declared is not 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.
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