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

Statement of Corporate Governance Practices 2021-22

Human Resources and Safety Committee Chair: Alice Wong, (ICD.D) Members: Milad Alishahi*, Veronique Loewen, Bradley Sylvester (C.Dir.) The Human Resources and Safety Committee is responsible for and assists the Board in overseeing the employment environment for SaskEnergy, and is responsible for overall human resource, compensation and succession planning strategies and programs. The Committee also has the Mandate to address safety matters or safety risks proactively, and assist the Corporation to ensure safety is a priority and critical focus of the organization. The Committee also sets the CEO’s performance goals and objectives and conducts a semi-annual assessment of the CEO’s performance through the Committee Chair and Board Chair. The Committee reports on the CEO evaluations and then reports to the Board on any recommended changes to the CEO’s compensation. The Committee also makes recommendations to the Board on employee and Executive compensation, including metrics and targets to be utilized. It receives direction on its Terms of Reference (both in and out of scope) through communication with CIC. An ad hoc Board Committee can be created to identify and recommend candidates for the CEO position. At the same time, the Human Resources and Safety Committee oversees that the incumbent fulfills the role set out in the CEO Mandate. The Committee had seven (7) meetings this fiscal year. Important issues included management and Executive compensation plans, succession planning updates, review of health and safety performance indicators, diversity and inclusion updates, annual work plan status updates, review of key policies, and compliance with legislation updates. *Non-independent Board Member Strategic Planning and Reporting One of the Board’s principal duties is to provide leadership in setting the long-range strategic direction and approve SaskEnergy’s Corporate Plan. This comprehensive strategic planning process results in the Board’s review and approval of the Corporate Plan and annual operating and capital budgets. The previous five-year (5) Strategic Plan served the organization through a period of steady growth, including expanding its natural gas system to meet the demand of customers, businesses and industries. SaskEnergy has moved toward a more agile planning process to help achieve its Corporate Vision. The new Corporate Plan always focuses on the ensuing next three (3) years, as a living document. As such, this allows SaskEnergy to adjust the plan as the operating environment evolves quickly.

The Board of Directors, together with Executive management, identify and set long-term goals for SaskEnergy through the corporate planning process. The Corporate Plan involves a three (3) year rolling projection, which is updated annually. The Board oversees this process, provides input, guidance, validation and critical evaluation of the Corporate Plan and its initiatives. The Board provides oversight and support in implementing the Corporate Plan and initiatives and measuring management’s success against it. Each year, the Board and senior management meet jointly to identify strategic risks and 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, and 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. SaskEnergy delivers natural gas and energy solutions responsibly to Saskatchewan’s residents, businesses, and industries. SaskEnergy and its subsidiaries fulfill this mission by operating 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 province’s economy. CIC approves SaskEnergy’s Corporate 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. Risk Identification and Management SaskEnergy has a formal Enterprise Risk Management Policy and process, which is developed by management, and reviewed and approved by the Board of Directors. SaskEnergy’s risk management process is designed to identify potential events that may impact SaskEnergy and manage the risk presented within accepted risk tolerance levels. Senior management holds primary responsibility for identifying inherent risks and designing and implementing mitigation strategies. Each year, the Board and senior management independently follow a process led by Strategic Planning to identify and prioritize significant inherent risks.

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