T8ta kihew-sas ltd.

1. T8ta kihew-sas ltd. An Exercise in Economic Development from a First Nations Perspective.

2. Who Are We? • Treaty 8 Tribal Association was incorporated under the BC Societies Act in 1982. • Consists of five Treaty 8 First Nations in North Eastern BC, a unified political body created to preserve Treaty and Aboriginal rights. • Dedicated to environmental, social, cultural, educational and economic development of the Treaty 8 First Nations people.

3. Current Issues/Challenges • As new business arrangements are formed, the T8FNs wanted to define and implement a corporate or trust structure that: • Enabled effectiveness of management (distances politics from business) • Protects the Nations and their assets from business liabilities; • Minimizes or avoids taxes on all revenues, whether earned on or off-reserve; and • Provides strong transparency and accountability to the member Nations of Treaty 8 Tribal Association.

4. Vision • The ultimate vision of the Treaty 8 Tribal Association is to leverage their unity to create opportunities from major resource development to invest back into the communities.

5. Solution • It was determined to develop an arms length corporate entity that was eventually called Kihew-Sas Ltd. • “Kihew” is Cree for Eagle. • “Sas” is Beaver for Bear • Treaty 8 dialect includes both Cree and Beaver.

6. Objectives of the Corporation • Distance From Politics • Reduce Exposure to Business Liabilities • Minimize Income Tax • Transparency and Accountability

7. Guiding Principles • ENSURE RESPECT FOR ROLES, AUTHORITIES AND MANDATES • MAINTAIN A PROFIT GENERATION FOCUS BALANCED WITH SOCIAL, ENVIRONMENTAL AND CULTURAL RESPONSIBILITY • EXERCISE WISDOM, DUE DILIGENCE, INTEGRITY AND ETHICAL PRACTICE IN ALL BUSINESS ACTIVITIES • MAINTAIN EFFECTIVE BUSINESS MANAGEMENT AND ACCOUNTABILITY PROCESSES

8. Governance Structure

9. Nations • Doig River First Nation • West Moberly First Nation • Saulteau First Nation • Prophet River First Nation • Halfway River First Nation • All are equal shareholders in Kihew-Sas Ltd.

10. Nation Responsibilities • Each Nation appoints one Steering Committee member and stays informed of the appointment of the Steering Committee members • Approve appointment of the Board of Directors; Inform T8FN Council, Steering Committee, and membership of Board appointments; • Provide input and stay informed of the strategic plan • Stay informed of the annual business plan and performance reports • Receive cash distribution through Master LP • Identify opportunities for initiating new business and approve the initiation of new business units; Inform Steering Committee members, Board of Directors, T8FN council and members of new businesses. • Set and enforce laws and policies to regulate all businesses operating on Treaty 8 territory, including Treaty 8 owned-businesses • Represent the Nations in negotiations with external parties with support from the T8FN Council when applicable; Seek advice from the Business Corporation when applicable; Hand over negotiation of for-profit business deals at appropriate stage

11. Steering Committee • The Steering Committee is made up 5 members • One member has been appointed by each Nation of Treaty 8 • The Steering Committee members primary role is to: • Find and appoint the Board of Directors • Monitor company performance and change Directors if necessary • Ensure that the values and priorities of the Nations is reflected in the overall governance of the Corporation

12. Steering Committee Responsibilities • Be accountable to T8FN Council and members • Determine skills and qualifications required of Board members; Recruit and recommend for appointment, the Board of Directors to Nations; monitor Board performance • Provide input and stay informed of the strategic plan • Stay informed of the annual business plan and performance reports • Identify and stay informed of opportunities for initiating new business • Approve performance reporting requirements of the Board and the Business Corporation

13. Skills of Board of Directors In our search for our Board we were looking for: • Strategic and business plan development experience • People management experience • Knowledge of business development and expansion • Knowledge of, or experience working with First Nations • Knowledge of Board processes including codes of conduct and reporting processes • Ability to comprehend financial and non-financial performance reports • Ability to manage risk • A clear agreement with the principle of keeping business separate from politics

14. Responsibilities of Board • Accountable to Steering Committee and memberships • Conduct a strategic planning exercise to discuss 3 to 5 year plan of the Business Corporation • Ensure annual business plan is consistent with strategic plan • Finalize financial plan and direct surplus cash to flow from Master LP to the Nations • Identify opportunities for initiating new business units; Recommend new businesses for approval to Nations. • Draft reporting requirements for the Business Corporation • Review performance report; Issue performance reports to Steering Committee, T8FN Council and memberships • Establish corporate policies that reflect the laws and policies set by T8FN Council/5 Nations • Provide input (when requested) to T8FN council regarding rights and title negotiations with external parties; Negotiate or support negotiations of for-profit business deals through if delegated by T8FN Council; Create for-profit business entities within the Business Corporation

15. Existing Board of Directors • Current Board of 5 Directors • 1 Director from Banking Community • 1 Director from Oil and Gas Sector • 1 Director from T8TA • 1 Director from Forest Sector • 1 Director from Mining and Civil Construction • All have the skills that was set out in the governance structure

16. Our Advisors Gowlings LLP

17. What have we done so far? • Established values and guiding principles • Established policy and procedure templates • Established due diligence Guidelines for Nations, Steering Committee and Board of Directors • Currently developing standardized Evaluation Matrix • Established our first Joint Venture Partnership • Currently reviewing opportunities in partnership and ownership of projects

18. Our Joint Venture • Revenue Share agreement with Arctic Construction Ltd., a large heavy construction firm with over 60 years of being local and First Nations partnership. • Includes innovative Recruitment committee to encourage training and employment of Treaty 8 membership. • Business mentorship to expand and grow subcontract opportunities with existing Treaty 8 contractors and establish new entities • Capacity Development opportunities • Current Safety, QAQC and Environmental Management

19. What do partnerships bring? • Expertise – both business and sector • Capacity and Accountability • People • Financing, Financial Controls • Training opportunities and transferability of skills to all sectors. • Safety, CORE and QAQC templates • Best Practices

20. Our Model What are the Barriers? How does this model address this? Creating opportunity for positive relationships to restart the conversation Ensure all partnerships build membership skills and training opportunities Utilize the experience of our board and partners to mentor and build capacity Educate and celebrate our First Nation Culture and values in business. To become a solution to the current labour shortage • Misconceptions about First Nations people. • Skill gaps • Internal Capacity • Culture • Lack of People

21. What does Kihew-Sas bring to the table for the Energy sector? • Long term buy in and ownership of projects • Better relationship between First Nations, all levels of government and proponents • Availability and potential to contribute to the work force and be a solution to the shortage of labour and skilled workforce • Local and regional knowledge • Creative solutions to social license and contribution to community health • Target for the youth and generations of tomorrow

22. Project with AANDC • Currently engaged with the federal government to create a communications plan for the Energy Corridor Nations around LNG. • Through the Strategic Partnership Initiative Funding • The hope is to fully inform the First Nations along the proposed routes so that they can make well informed decisions around the proposed projects

23. What is our Vision for Kihew-Sas Ltd. • To participate and engage fully in energy development in Treaty 8 territory. • Share best practices with other First Nations • To diversify business partnerships and asset ownership throughout the region for the betterment of our communities • To help develop policy and growth with sensitivity to FN Culture • To create businesses that are going concerns into the future • Address social issues within our communities through skills, training, mentorship and capacity development • Create a financially sustainable corporation for long term legacy • Give our nations an opportunity to be financially independent

24. Take away questions. • As a municipality, government or proponent what are you doing to fully engage First Nations to participate in Energy development? • What are the current misconceptions you have about First Nations? • How can we all become part of the creative solution to long term sustainability and development of the Energy Sector?

25. Thank You for Listening