Effective corporate governance stewards the interests of our employees, share owners, and Indigenous and community partners over the near-, medium- and long-term, providing review and oversight of corporate strategies and executive decisions. As such, our Board of Directors and management team fully endorse our net-zero commitment and 2030 ESG targets announced in January 2022.
We regularly evaluate our governance practices to ensure they are effective. In 2022, a review was conducted around Sustainability and ESG Governance to ensure that our organization remains prepared for the future. Ultimately the recommendation was to continue to integrate these issues and opportunities into our current Board and Board Committee governance structures, reflecting that they are core strategic components and not stand-alone issues. Board mandates have been revised to have Sustainability and ESG more explicitly included. In addition, management has formed an Executive Sustainability & ESG Committee as detailed in the Management’s role section.
Key elements of our corporate governance system include the oversight and diligence provided by the Board of Directors, the Lead Director, the Audit & Risk Committee and our Corporate Governance, Nomination, Compensation and Succession Committee (GOCOM).
While the board provides oversight on strategy, sustainability, risk management, DEI, succession planning and corporate governance, each of the board committees has specific responsibilities.
The GOCOM evaluates the need for change to board and committee composition. They are focused on finding the most qualified individuals available with the skills, experience and expertise that will complement the board and align with our strategic objectives, with gender and other characteristics among the many factors taken into consideration. Please refer to the People section for more information on diversity at ATCO.
The GOCOM also oversees corporate governance practices, including succession planning and senior executive officers’ performance, compensation and remuneration. In addition to financial results, our executive compensation program is based on operational objectives (such as health and safety, service quality, management controls, and environmental stewardship), people leadership (such as succession planning, leadership development, and attraction and retention), and long-term sustainable growth (growth strategies, strategic planning).
The Audit & Risk Committee has the greatest oversight over our sustainability practices and disclosures. It oversees accounting and financial reporting, as well as risk management and control practices. The committee reviews risks and opportunities that could materially impact our ability to achieve our strategic and operational objectives and is responsible for ensuring that management addresses risks by implementing appropriate mitigation measures.
We have an established enterprise risk-management process that allows us to identify and evaluate risks by both severity of impact and probability of occurrence. This evaluation includes climate-related risks involving transitional (policy/regulatory, market, technology and reputational) and physical factors; climate-related opportunities, such as resource efficiency, cleaner energy sources, innovative products and services, access to markets, and climate change resilience and adaptation; and cybersecurity risks. Additional detail on business risk is included in ATCO’s Management Proxy Circular and Management’s Discussion & Analysis.
The senior executive of each operating division reports on operating results and risks to a Designated Audit Director who, in turn, reports to the Audit & Risk Committee. In addition, each division prepares Stewardship Reports, which are presented to the Audit & Risk Committee on a bi-annual basis, and include topics such as safety, environment and Code of Ethics compliance.
ATCO’s Code of Ethics, How We Do Business, sets out the behaviours and standards of conduct we expect of ourselves and each other. It provides an overview of the policies and practices that must be followed by anyone who works for, or represents, ATCO. Our Code of Ethics is reviewed and updated on a regular basis, and employees are required to complete online training and certification annually.
At ATCO, the sustainability team reports through the Senior Vice President of Finance, Treasury & Sustainability to the Chief Financial Officers of ATCO Ltd. and Canadian Utilities Limited.
Several senior members of leadership also oversee and contribute their expertise due to the cross-functional nature of many sustainability initiatives. Sustainability is managed collaboratively across numerous groups, including Human Resources, Government Relations, Indigenous Relations, Health and Safety, Environment, Marketing and Communications, Corporate Governance and Secretarial, Business Development, Internal Audit and Risk Management, among others. These groups monitor best practices, develop and implement policies and standards, and support our various divisions.
In 2021, an enterprise-wide Sustainability & ESG Council was established with senior subject matter experts from each of the groups mentioned above, among others, with the goal of increasing collaboration and coordination on sustainability initiatives and ESG reporting. The objectives of this Council are to agree on shared disclosure improvement priorities across the enterprise, drive forward targeted initiatives for improvement and monitor progress.
The daily management of sustainability commitments and programs is guided by divisional leadership through topic-specific policies, training, monitoring and other management considerations. Our executive leadership team is kept informed through quarterly internal dashboards that report key performance indicators, including data regarding environmental, safety and Indigenous relations metrics, which are being expanded to provide progress updates on our 2030 ESG targets.
In 2022, an Executive Sustainability & ESG Committee was formed comprised of the Chair & CEO, CFOs as well as senior executives with direct oversight of key areas relating to our 2030 ESG targets. This Committee will be responsible for reviewing consolidated results related to ESG targets semi-annually, and approving course correction where required.