Governance practices have been established to ensure that we have the policies, processes and checks and balances in place to manage our business prudently and responsibly.
A strong and effective corporate governance framework is critical to creating a sustainable business and ensures the interests of our stakeholders are at the forefront of our decision-making process.
In this section, you'll find details on:
- Board of Directors
- Oversight of ESG
- Board and Leadership Diversity
- Management Accountabilities
- Code of Business Conduct
- Cybersecurity and Data Privacy
Board of Directors
Our processes, procedures and guidelines support the Board in conjunction with its legal obligations and mandate from the shareholders to oversee and direct the affairs of SECURE. These include defining the roles and responsibilities of our Board and Board committees, along with their corresponding chair positions.
In 2021, following the merger with Tervita, we welcomed Grant Billing, Susan Riddell Rose, Jay Thornton and Michael Colodner to SECURE’s Board. All incoming directors previously served on the Tervita Board of Directors. Grant Billing, former Chairman of Tervita, is now Chairman of SECURE. Our Board is comprised of highly competent individuals who have the skills, experience and fortitude that will allow the Board to effectively carry out its mandate and help guide SECURE and the execution of our business strategies. In addition to the directors listed below, Mark Bly was appointed to the Board on March 2, 2022.
Oversight of ESG
SECURE has established an effective internal governance structure to help implement sustainability strategies and deliver on our sustainability commitments across the business. All levels of SECURE have been engaged to drive behaviours and actions to support our sustainability principles led by our organizational value “Do the right thing.”
The Environment, Social and Governance committee assists the Board in fulfilling its oversight responsibilities with respect to SECURE’s ESG matters. These include personnel and public health, safety and security, process safety, asset reliability, operational risk management programs, emergency response plans and programs, and environment and sustainability management programs.
Board of Directors - Committees
Board and Leadership Diversity
SECURE values and recognizes the benefits of diversity and inclusion, including organizational strength, improved leadership and increased innovation
SECURE is focused on promoting diversity and inclusion on the Board and throughout the organization. In 2021, SECURE approved a Diversity and Inclusion Policy to outline the company’s commitment to diverse attributes in recruiting, hiring and promoting employees, and to the measurement of and reporting on SECURE’s progress in implementing diversity and inclusion throughout the workforce. We are confident that the implementation of this policy and the diversity that currently exists throughout the organization will lead to greater diversity at the executive level over time. The Diversity and Inclusion Policy further provides that SECURE has adopted a target of maintaining a Board comprised of at least 25% women. In 2021, SECURE achieved this target as women comprised 25% of the Board.
SECURE evaluates candidates for a senior management position by considering each person’s diversity, skills, competencies, experience, and leadership, and then, based on that review, determines if the candidate’s qualifications are relevant taking into consideration the current composition of the leadership team and the requirements of the position.
The Senior Leadership team is responsible for setting SECURE’s strategic direction and taking managerial decisions on operations and resources management, including as it pertains to sustainability initiatives. Management reports to the Board on SECURE’s ESG performance on a quarterly basis.
The Board compensates executive officers with base salary, short-term cash incentives and long-term equity and cash incentives. The focus on incentives rewards the achievement of corporate and individual performance objectives and aligns executive officers’ interests with shareholder value creation.
Incentive awards are based on company-wide performance goals that reach across all business areas. These include achievement of financial results and corporate development aligned with SECURE’s strategic plan and growth strategy, as well as individual goals that are tied to the area of the executive officer’s primary responsibility and may include the achievement of specific financial or business goals that support the delivery of SECURE’s strategy. These goals include ESG-specific metrics such as safety performance, progress towards meeting environmental targets aligned with achieving net-zero GHG emissions by 2050 and other broader ESG-related metrics.
"Say on Pay"
Since 2016, SECURE has held an advisory “say on pay” vote every three years as part of the company’s process of shareholder engagement. Starting in 2022, SECURE intends to hold an advisory “say on pay” vote annually. SECURE believes that Shareholders should have the opportunity to fully understand the objectives, philosophy and principles used to make executive compensation decisions and the advisory “say on pay” vote is intended to achieve this. SECURE is committed to demonstrating leadership in evolving governance issues including executive compensation as well as providing shareholders with clear, comprehensive and transparent disclosure relating to executive compensation and to receive feedback from shareholders on this matter.
Board and Executive Compensation Program
A more detailed discussion of our Board and executive compensation program is available in our 2022 Management Information Circular and on SEDAR at sedar.com.