Page 95 - AIF - English

SCHEDULE ‘‘A’’

AUDIT COMMITTEE MANDATE

The Audit Committee
Functions and Responsibilities
The bylaws of Suncor Energy Inc. provide that the Board of The Audit Committee has the following functions and

Directors may establish Board committees to whom certain responsibilities:
duties may be delegated by the Board. The Board has

established, among others, the Audit Committee, and has Internal Controls
approved this mandate, which sets out the objectives, 1. Inquire as to the adequacy of the Corporation’s system

functions and responsibilities of the Audit Committee.
of internal controls, and review the evaluation of
internal controls by Internal Auditors, and the

Objectives
evaluation of financial and internal controls by external
The Audit Committee assists the Board of Directors by:
auditors.

• Monitoring the effectiveness and integrity of the 2. Review management’s monitoring of compliance with

Corporation’s financial reporting systems, management the Corporation’s Standards of Business Conduct Code.
information systems and internal control systems, and
3. Establish procedures for the confidential submission by
by monitoring financial reports and other financial employees of complaints relating to any concerns with
matters.
accounting, internal control, auditing or Standards of
• Selecting, monitoring and reviewing the independence Business Conduct Code matters, and periodically review

and effectiveness of, and where appropriate replacing, a summary of complaints and their related resolution.
subject to shareholder approval as required by law,
4. Review the findings of any significant examination by
external auditors, and ensuring that external auditors regulatory agencies concerning the Corporation’s
are ultimately accountable to the Board of Directors
financial matters.
and to the shareholders of the Corporation.
5. Periodically review management’s governance processes
• Reviewing the effectiveness of the internal auditors, for information technology resources, to assess their
excluding the Operations Integrity Audit department,
effectiveness in addressing the integrity, the protection
which is specifically within the mandate of the and the security of the Corporation’s electronic
Environment, Health & Safety Committee (references
information systems and records.
throughout this mandate to ‘‘Internal Audit’’ shall not
include the Operations Integrity Audit department); and
6. Review the management practices overseeing officers’
expenses and perquisites.
• Approving on behalf of the Board of Directors certain

financial matters as delegated by the Board, including External and Internal Auditors
the matters outlined in this mandate.
7. Evaluate the performance of the external auditors and
The Committee does not have decision-making authority, initiate and approve the engagement or termination of

except in the very limited circumstances described herein or the external auditors, subject to shareholder approval
where and to the extent that such authority is expressly as required by applicable law.

delegated by the Board of Directors. The Committee 8. Review the audit scope and approach of the external
conveys its findings and recommendations to the Board of
auditors, and approve their terms of engagement
Directors for consideration and, where required, decision by and fees.
the Board of Directors.
9. Review any relationships or services that may impact

Constitution
the objectivity and independence of the external
auditor, including annual review of the auditor’s written
The Terms of Reference of Suncor’s Board of Directors set
out requirements for the composition of Board Committees statement of all relationships between the auditor
and the qualifications for committee membership, and (including its affiliates) and the Corporation; review and

specify that the Chair and membership of the committees approve all engagements for non-audit services to be
are determined annually by the Board. As required by provided by external auditors or their affiliates.

Suncor’s by-laws, unless otherwise determined by resolution 10. Review the external auditor’s quality control procedures
of the Board of Directors, a majority of the members of a
including any material issues raised by the most recent
committee constitute a quorum for meetings of quality control review or peer review and any issues
committees, and, in all other respects, each committee raised by a government authority or professional

determines its own rules of procedure.
authority investigation of the external auditor, providing
details on actions taken by the firm to address

such issues.

SUNCOR ENERGY INC. ANNUAL INFORMATION FORM 2014 A-1