Governance
The Saskatchewan WCB is administered by a three-member Board. Day-to-day operations are managed by the Executive, led by the Chief Executive Officer, a position created in September 1996 as one of the internal organizational changes undertaken by the Board.

Our Focus
In the pre-injury phase - before injuries happen, we promote injury prevention to employers and workers, and offer educational sessions and workshops to assist in the development of a workplace Return-to-Work program. In the post-injury phase - after an injury has occurred, we focus on providing wage replacement, medical recovery and return-to-work.

Our Stakeholders
We are held accountable to our stakeholders: employers, workers, caregivers, the public and the Government of Saskatchewan in a variety of ways, some of which are unique in Canada. Learn about our stakeholder programs and events.

Board Operations
The following are the primary responsibilities of the WCB's Board Members:

• Administer the Workers' Compensation Act;
• Select, Evaluate and Compensate the CEO;
• Provide stewardship and direction through policy and setting long range strategic objectives;
• Safeguard the organization's resources;
• Monitor organizational performance;
• Reporting; and
• Appeals.

The responsibilities of the Board Members relate to governance, organizational direction and performance, corporate communications, human resources management and performance, financial management and performance, appeals to the Board, risk management and Board operations.

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Board Members - Job Description Overview
The responsibilities of the Board members relate to organizational direction and performance, corporate communications, human resources management and performance, financial management and performance, appeals to the Board, risk management, and Board operations.

Organizational direction and performance

• Review, advise and recommend to Executive Government on legislative changes
• Approve the vision, mission, and values of the WCB
• Approve the strategic direction of the WCB
• Review and advise the CEO on organizational structure
• Review and advise the CEO on business processes and practices
• Approve the multi-year business plan of the organization
• Approve annual operating and capital budgets
• Approve corporate performance measures
• Approve the annual report
• Review and advise the CEO on the monitoring of the organization's compliance with legislation and Board policy

Corporate communications

• Approve corporate communications strategy and corporate image
• Oversee communications with stakeholders

Human resources management and performance

• Appoint the CEO
• Set the CEO's salary and authority limits
• Review and advise the CEO on executive appointments
• Review and advise the CEO on executive salary ranges
• Approve CEO performance objectives and evaluate CEO performance
• Review and advise the CEO on executive performance objectives and evaluation of performance
• Review and advise the CEO on corporate HR strategies
• Approve collective bargaining mandates and agreements
• Set Board performance objectives and evaluate Board performance
• Review and advise the CEO on succession planning for management
• Develop and approve a succession plan for the CEO position

Financial management and performance

• Approve asset management for real property
• Approve investment management policies
• Approve purchasing policies
• Recommend the appointment of the external auditor
• Approve classification of employers by industry groupings
• Review and advise the CEO on classification of individual employers
• Approve assessment of employers (rate setting)
• Approve compensation (benefit levels) to workers
• Approve rate rebates to employers
• Monitor performance to budget and set authority for adjustments
• Review and advise the CEO on operating policies other than rate/benefit setting

Appeals to the Board

• Review and decide on appeals of classification decisions by individual employers
• Review and decide on appeals of compensation/benefit decisions by individual workers or individual employers

Risk management

• Identify risks in consultation with the CEO
• Review and advise the CEO on a risk management plan
• Review and advise executive management on day-to-day risk management based on established policy

Board operations

• Contribute to development of agendas for Board meetings
• Approve terms of reference for Board committees
• Attend Board meetings
• Review materials provided for information, review, and decision
• Contribute to discussion and decision-making process

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Chairperson of the Board (Over and Above Director Responsibilities) - Job Description Overview

• Manage the operation of the WCB Board
• Set Board meeting agendas in consultation with the other Board members and the CEO
• Chair meetings of the Board
• Inform the provincial government (i.e., the Minister responsible) of significant developments and decisions
• Propose legislative changes to the Minister of Labour

Board Committees

• Board Mandate
  The following are the primary responsibilities of the WCB's Board Members:
  • Administer the Workers' Compensation Act;
  • Select, Evaluate and Compensate the CEO;
  • Provide stewardship and direction through policy and setting long range strategic objectives;
  • Safeguard the organization's resources;
  • Monitor organizational performance;
  • Reporting; and
  • Appeals.
  The responsibilities of the Board Members relate to governance, organizational direction and performance, corporate communications, human resources management and performance, financial management and performance, appeals to the Board, risk management and Board operations.
• Audit Committee
  The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its governance responsibilities. The Audit Committee's primary duties and responsibilities are to:
  • Monitor the integrity of the WCB's financial reporting process and systems of internal controls regarding financial reporting, accounting, and legal compliance.
  • Monitor the independence and performance of the external auditors and the Internal Audit department.
  • Provide an avenue of communication among the external auditors, management, the Internal Audit department, and the Board of Directors.
  The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities. It has direct access to the external auditors and anyone within the organization. The Audit Committee may require the CEO to arrange for special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.
  
  Audit Committee Composition and Meetings
  The Audit Committee shall include three Board members, as determined by the Board of Directors, each of whom shall be free from any relationship that would interfere with the exercise of his or her independent judgement. The Chief Executive Officer will normally attend meetings of the Audit Committee as an ex-officio committee member.
  
  All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, and at least one member of the Committee shall have accounting or related financial management expertise.
  
  A majority of members of the Committee shall constitute a quorum. If an audit committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership.
  
  The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Audit Committee Chair shall prepare and/or approve an agenda in advance of each meeting. The Committee should meet privately, in executive session, at least annually with management, the manager of the Internal Audit department, the external auditors, the actuaries and the Provincial Auditor to discuss any matters that the Committee or each of these groups believe should be discussed.
  
  Audit Committee Responsibilities and Duties
  
  1. REVIEW PROCEDURES
     1. Review and reassess the adequacy of this Mandate at least annually and submit it to the Board of Directors for approval.
     2. Review the WCB's annual audited financial statements and Management's Discussion and Analysis (MD&A) prior to filing or distribution and recommend their approval by the Board of Directors. Review should include discussion with management and external auditors about significant issues regarding accounting principles, practices, and judgments.
     3. Review annual audited financial statements for the Pension Plan for Employees of the Saskatchewan Workers' Compensation Board, prior to filing or distribution, and recommend approval by the Board of Directors. Review should include discussion with the external auditors. The Committee may also request an internal audit review of this process.
     4. In consultation with management, the external auditors, and the internal auditors, consider the integrity of the WCB's financial reporting processes and controls.
     5. Discuss significant financial-reporting risk exposures and the steps management has taken to monitor, control, and disclose such exposures.
     6. Review significant findings prepared by the external auditors and the Internal Audit department together with management's responses.
  2. EXTERNAL AUDITORS
     1. The external auditors are ultimately accountable to the Audit Committee and the Board of Directors. The Committee is directly responsible for the selection of the external auditor and recommends nomination to the Board of Directors.
     2. The Audit Committee shall review the independence and performance of the auditors and annually recommend to the Board of Directors any action required with regard to section 174 of The Workers' Compensation Act.
     3. On an annual basis, the Committee should review and discuss with the external auditors all significant relationships they have with the WCB that could impair the auditor's independence.
     4. Review the external auditor's audit plan and discuss scope, staffing, locations, reliance upon management and internal audit, and general audit approach.
     5. Discuss with the Provincial Auditor their scope of direct audit work and reliance upon the external auditor's work.
     6. Prior to releasing the year-end financial statements, discuss the results of the audit with the external auditor and the Provincial Auditor.
     7. Consider the external auditor's and Provincial Auditor's judgments about the quality and appropriateness of the WCB's accounting principles as applied in its financial reporting.
     8. Review any recommendations or observations made by the external auditors including their annual "report to management".
     9. Review any recommendations or observations made by the Provincial Auditor, or by the Public Accounts Committee of the Legislature, as they relate to the WCB and to audit matters in particular.
     10. The Chair of the Audit Committee shall represent the WCB before the Public Accounts Committee, as required.
  3. INTERNAL AUDIT DEPARTMENT and LEGAL COMPLIANCE
     1. Review the audit plan, budget, and activities, of the Internal Audit department.
     2. Review the appointment and performance of the Manager of Internal Audit, and make recommendations to the Board of Directors as required (the Board of Directors approves the appointment of the Manager of Internal Audit).
     3. Review significant internal audit reports together with management's response and follow-up to these reports.
     4. On at least an annual basis, review with WCB's counsel any legal matters that could have a significant impact on the organization's financial statements and its compliance with applicable laws and regulations.
  4. OTHER AUDIT COMMITTEE RESPONSIBILITIES
     1. Perform any other activities consistent with this Mandate, WCB policies, The Workers' Compensation Act and applicable regulations, as the Board of Directors deem necessary or appropriate.
     2. The external actuary is accountable to executive management. On an annual basis, the Committee should review and discuss with the actuary the assumptions used in estimating the WCB's liabilities.
     3. Maintain minutes of meetings and periodically report to the Board on significant results of the foregoing activities.
     4. . Ensure that management has established a system to enforce a code of ethical conduct in the organization.
     5. Periodically perform a self-assessment of audit committee performance.
     6. Annually review policies and procedures as well as audit results associated with Board members" and officers' expense accounts and perquisites. Annually review a summary of Board members' and officers' related party transactions and potential conflicts of interest.

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Investment Committee
The Investment Committee is comprised of all three Board Members, with the CEO and VP of Prevention, Finance and IT serving in ex officio capacities only. It approves the WCB's Investment Policy and Guidelines, the appointment of the investment managers, and monitors the performance of the investment managers against the benchmarks established in the Investment Policy and Guidelines.

As investment income is one of two means of revenue for the WCB (premium income from employers being the other), the Investment Committee sets prudent policy, goals and objectives to ensure stability of the funding for the WCB. The Committee meets regularly to monitor the performance of the investment managers and review the continued relevance of existing policy, goals and objectives.

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Board Members Code of Conduct
PURPOSE:
This document is advisory in nature. It is intended to provide assistance and guidance to Board Members by describing the standards of conduct to which they strive. The objective is to assist Board Members in more effectively fulfilling their statutory and fiduciary obligations and maintaining a reputation for the highest standards of public trust and confidence in serving the interests of all their stakeholders.

This Code does not, and is not intended to, establish standards of misconduct or good behaviour against which Board Members are to be measured. The guidelines contained in this document are not intended to be exhaustive. There may be issues outside the explicit guidelines that arise, and these should be addressed in accordance with the general principles of this document, or through the exercise of sound business and ethical judgment. Board Members may seek guidance from legal counsel should situations arise that fall outside of this Code. The guidelines are supplementary to any statutory or common law duties and obligations, or any other standards of conduct applicable to Board Members.

APPLICATION:
These guidelines govern the operation and corporate conduct of any individual appointed to the Board, including the Chairperson.

PRINCIPLES:
Board Members are committed to conducting business in an environment which takes into consideration the following:

• An obligation to operate in a manner which is accountable to workers, employers, the general public and government. This obligation includes the competent, conscientious and effective accomplishment of the duties of the Board.
• The Board's accountability for the ultimate performance of the corporation which enables and empowers the Chief Executive Officer (CEO) of the corporation to carry out the administration and day-to-day operation of the Board.
• Application of discipline to themselves with respect to such matters as attendance, norms of good conduct, policy-making principles, acting in the best interests of the corporation and self-policing of any tendency to stray from governance as adopted in the Board's policies.
• Ensuring that there is a clear distinction between the role of the Board and the role of the CEO.
• Focusing on the strategic direction of the Workers' Compensation Board, not on the administrative or programmatic means of attaining those results.
• Encouraging and respecting individual diversity and expertise of each Board Member during the decision-making process.
• Making decisions in the best interest of all stakeholders.
• Speaking as a unified voice in communication to stakeholders, once a decision is made.
• Monitoring and regularly discussing the Board's processes and performance.
• Ensuring the continuity of its governance capability by continuing education and development.
• Ensuring that newly appointed Board Members are oriented to their governance role, and responsibilities, and that they commit to fulfilling their individual obligations in the best interests of all stakeholders.

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FIDUCIARY DUTIES:
Duty of Loyalty
The Board Members will act honestly and in good faith, with a view to the best interests of the corporation. This duty of loyalty is expanded to require consideration of the public policy and business objectives of the Board.

Corporate Opportunities
Board Members shall not take personal advantage of, nor divert to their own benefit, commercial opportunities they learn about in the course of carrying out their duties as a Board Member.

A Board Member must not engage in any financial transactions, contracts or private arrangements for personal profit, which accrue from, or are based upon the Board Member's fiduciary position or authority, or upon confidential or non-public information that the Board Member gains by reason of such position or authority.

Duty to Protect Confidential Information
The Board Members shall not divulge confidential information to third parties or persons who would not, in the normal course of events, be privy to such information.

Duty to Avoid Conflict of Interest
A conflict of interest shall be any situation in which a Board Member's ability to act in the best interest of the corporation is compromised or potentially compromised by personal, business or other interests. A conflict of interest may be actual or apparent, potential or perceived, and exist whether or not pecuniary advantages or other valuable benefit has been, or may be derived by the Board Member or associated persons.

Conflicts of interest situations may exist where benefits derive from a Board Member's activities actually, or are perceived to benefit individuals or entities with which the Board Member is closely associated.

Although some Board Members may be appointed to the Board as a representative of an interest group, the Board Members continue to hold the same duties to the Board, even when those duties conflict with the wishes of the interest group. The primary duty of a Member of the Board is to act in the best interests of the Board. Possible conflict of interest may exist when a Board Member:

• Holds a direct or indirect interest in a corporation or other business entity which is involved in a business relationship with the Workers' Compensation Board;
• Stands to benefit, directly or indirectly, as a result of Workers' Compensation Board policy or program changes;
• Directly or indirectly takes advantage of policy, program or contractual initiatives in a manner in which the members of the general public are not able to similarly perceive or anticipate;
• Allows a person in a non-arm's length relationship with a Board Member to benefit as a direct result of the Board Member.

The above list is not exhaustive of all potential conflicts of interest, and Board Members are encouraged to consult with legal counsel, should they require further direction respecting the existence of a conflict or potential conflict of interest.

Representative bias does not, by itself, infer a conflict of interest where the Board is generally dealing with legislative and policy matters.

Post-Service Restrictions
Once a Board Member ceases to serve as a Member of the Board, they must refrain from taking improper advantage of their previous membership on the Board. For instance, a Board Member must continue to observe the duty to protect confidential information after they leave the Board, unless that Board Member has received written authorization from the Board to disclose the information. In addition, Board Members must not use corporate information of opportunities acquired as a result of their membership for personal gain.

DUTY OF CARE:
While no specific section of The Workers' Compensation Act, 1979 places a statutory duty of care on the Board, the Board Members must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

As part of this duty of care the Board Members have a responsibility for ensuring that systems are in place to provide the Board with the information necessary to make informed decisions, and that Board decisions are sound and made pursuant to proper policies and procedures.

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REGULATORY DUTIES:
There may be various Federal and Provincial statutes which extend or impose liability upon Board Members, for example, Occupational Health and Safety legislation. The Board Members must be satisfied that management has implemented appropriate safeguards to ensure that the corporation complies with such legislation.

ETHICAL GUIDELINES:
In fulfilling their duties and obligations, Board Members should adhere to the following guidelines:

• Board Members may act in their official role to assist organizations or persons in their dealings with the Board providing there is no preferential treatment to that organization or person.
• Board Members must not use corporate property or services to pursue their private interests, or the interests of an associate. Corporate property includes real and tangible items such as land, buildings, furniture, fixtures, equipment and vehicles and intangible items such as data, computer systems, reports, information, corporate opportunities, proprietary rights, patents, trademarks, copyrights, logos, name and reputation.
• Board Members must not solicit or accept benefits, entertainment of gifts in exchange for, or as a condition of the exercise of, their duties or as an inducement for performing an act associated with the Board Members' duties or responsibilities with the Board.
• Board Members are free to participate in political activities; however, any political activities must be clearly separated from activities related to the Board Members' official position. In relation to the exercise of their duties and responsibilities, Board Members must remain impartial, and retain the perception of impartiality.

COMPLIANCE MEASURES:
The following is a list of actions that, while not exhaustive, may be taken to remedy or avoid a conflict or ethical issue. As this list of remedies is not exhaustive, Board Members should consult legal counsel for further guidance respecting the appropriate action.

Disclosure of Interests
The first step in avoiding or responding to a conflict of interest is to disclose the interest. Financial assets or investments which are directly or indirectly connected to the nature of the Board Members' work should be disclosed in writing to the Board.

Material Contracts
When a Board Member's interests conflict, or may be perceived to conflict, with the interests of the Board, best practice dictates that the Board Member must disclose such conflict of interest in accordance with the specific statutory requirements, and any additional guidelines or standards applicable to the Board Member.

In the case of a material contract, the Board Member should disclose in writing to the Board, or request to have entered in the minutes of a meeting of the Board, the nature and extent of the Board Member's interest.

Outside Activities
Where a Board Member's outside activity may result in a conflict of interests, or a perception of conflict, the Board Member should disclose the activity to legal counsel. Legal counsel should determine whether a conflict or a perceived conflict exists and, if so, should advise the Board Member to refrain from the activity or take another appropriate action to remedy the conflict or perceived conflict.

Gifts and Benefits
Board Members may accept gifts, hospitality, or other benefits associated with their official duties and responsibilities if such gifts, hospitality, or other benefits:

• Are within the bounds of propriety, a normal expression of courtesy, or within the normal standards of hospitality;
• Would not raise questions about the Board Member's objectivity and impartiality, and
• Do not compromise the integrity of the Board.

Any improper gift or benefit should be returned to the person offering it as soon as practicable. If there is no opportunity to return an improper gift or benefit, or where the return may be perceived as offensive for cultural or other reasons, the gift or benefit must, as soon as practicable, be disclosed and turned over to the Board to make a suitable disposition of the item.

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