Statement of Corporate Governance Practices 2021-22
Board Committees The Board delegates some of its oversight responsibilities to Board Committees. The Committee mandates are set out in corresponding Terms of Reference, which are reviewed annually and updated as required. The Terms of Reference for each Committee establish the constitution, operations, and areas of responsibility for which that Committee makes recommendations to the Board. Full details of the Terms of Reference for each Committee are on SaskEnergy’s corporate website at https://www. saskenergy.com/about-us/our-company/board-directors/ board-roles-and-responsibilities. Each Committee has also adopted a work calendar to schedule and fulfill specific tasks and assigned responsibilities. Each Committee has the authority to engage and compensate outside advisors when it deems necessary to assist with its Terms of Reference. The Board Committee structure and composition are listed below. Audit and Finance Committee Chair: Nola Joorisity (FCPA, FCA, CMA, C.Dir.) Members: Susan Barber, Q.C. (C.Dir)*, Grant Greenslade, Tina Svedahl (CPA, CMA, ICD.D) The Audit and Finance Committee oversees SaskEnergy’s financial performance and ensures the adequacy and effectiveness of financial reporting, internal controls, management information systems, risk management, and audit functions. The Committee ensures that the Board receives financial plans and proposals consistent with SaskEnergy’s annual Corporate Plan and public policy objectives. The Committee meets regularly outside the presence of management with the appointed external auditor, the Provincial Auditor, and internal auditors. Except as qualified previously, all Audit and Finance Committee members are independent of management. All Committee members are financially literate, according to CSA Multilateral Instrument 52-110. Their education and experience are in their biographies on the SaskEnergy website: https://www.saskenergy.com/about-us/our- company/board-directors. The Committee had seven (7) meetings this fiscal year, which included review and approvals of financial statements, commodity strategies, payee disclosure report, economic impact on SaskEnergy, Audit Services reports, Audit Services’ Three (3) Year Audit Plan, Business Plan, budget and financial targets, review and updates to Capital Budget and capital spend review, review and approval of significant contracts, risk management activities and monitoring of corporate risks, and mitigation strategies, policies and review of the Enterprise security monitoring. *Non-independent Board Member
Environmental, Social and Governance Committee Chair: Linda Moulin (ICD.D, CLU, CH.F.C., CSC) Members: Curt Chickoski, Doug Shaw The Environmental, Social and Governance Committee (“ESG”) provides strategic leadership on corporate environmental and sustainability initiatives, social issues, Indigenous relations, human rights, community investment, and corporate governance processes and policies. The Corporation considers ESG 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 SaskEnergy works. The Committee Terms of Reference includes effective oversight to ensure that adequate and effective controls are in place to assess and monitor ESG risk and required disclosures and compliance with regulatory requirements. This Committee has input into the selection criteria for board members and committee chair candidates, and creates profiles of the desired skills, experience and competencies required of the Directors. The Committee monitors compliance with the Corporation’s Code of Business Conduct and Ethics Policy, including waivers of it, 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 Committee had five (5) meetings this fiscal year. Critical work of the Committee included reviewing and updating the CEO’s Mandate, customer satisfaction survey results, evaluation of Board of Directors including committee structures, key ESG policies, complaints under the Corporation’s Whistleblower Policy, business/industry training for Directors, legal services, Indigenous engagement activities, community investment initiatives, corporate branding strategies, the Corporation’s environmental management system compliance, the Corporation’s annual environment initiatives including the Sustainability Report and framework, Corporate Environmental Risk Management Site Assessments and Remediation Program that outlines related Corporate environmental impact and liabilities, including decommissioning liabilities, the Corporation’s emissions management program, and management’s update on corporate system integrity.
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