Page 96 - AIF - English

AUDIT COMMITTEE MANDATE

11. Review and approve the appointment or termination of Oil and Gas Reserves

the Head of Internal Audit, annually review a summary 20. Review with reasonable frequency Suncor’s procedures
of the remuneration of the Head of Internal Audit, and for:

periodically review the performance and effectiveness (A) the disclosure, in accordance with applicable law, of
of the Internal Audit function including compliance
information with respect to Suncor’s oil and gas
with The Institute of Internal Auditors’ International activities, including procedures for complying with
Professional Practices Framework for Internal Auditing.
applicable disclosure requirements;
12. Review the Internal Audit Department Charter, and the
(B) providing information to the qualified reserves
plans, activities, organizational structure and evaluators (the ‘‘Evaluators’’) engaged annually by
qualifications of the Internal Auditors, and monitor the
Suncor to evaluate Suncor’s reserves data for the
department’s independence.
purpose of public disclosure of such data in

13. Provide an open avenue of communication between accordance with applicable law.
management, the Internal Auditors or the external
21. Annually approve the appointment and terms of
auditors, and the Board of Directors.
engagement of the Evaluators, including the

qualifications and independence of the Evaluators;
Financial Reporting and other Public Disclosure
review and approve any proposed change in the
14. Review the external auditor’s management comment
appointment of the Evaluators, and the reasons for
letter and management’s responses thereto, and inquire such proposed change, including whether there have
as to any disagreements between management and been disputes between the Evaluators

external auditors or restrictions imposed by and management.
management on external auditors. Review any
unadjusted differences brought to the attention of 22. Annually review Suncor’s reserves data and the report
of the Evaluators thereon; annually review and make
management by the external auditor and the resolution
thereof.
recommendations to the Board of Directors on the
approval of (i) the content and filing by the Company
15. Review with management and the external auditors the
of a statement of reserves data (the ‘‘Statement’’) and
financial materials and other disclosure documents the report thereon of management and the directors to
referred to in paragraph 16, including any significant
be included in or filed with the Statement, and (ii) the
financial reporting issues, the presentation and impact filing of the report of the Evaluators to be included in
of significant risks and uncertainties, and key estimates
or filed with the Statement, all in accordance with
and judgements of management that may be material applicable law.
to financial reporting, including alternative treatments

and their impacts.
Risk Management

16. Review and approve the Corporation’s interim 23. Periodically review the policies and practices of the
consolidated financial statements and accompanying Corporation respecting cash management, financial

management’s discussion and analysis (‘‘MD&A’’). derivatives, financing, credit, insurance, taxation,
Review and make recommendations to the Board of commodities trading and related matters. Oversee the

Directors on approval of the Corporation’s annual Board’s risk management governance model by
audited financial statements and MD&A, Annual conducting periodic reviews with the objective of

Information Form and Form 40-F. Review other material appropriately reflecting the principal risks of the
annual and quarterly disclosure documents or Corporation’s business in the mandate of the Board

regulatory filings containing or accompanying audited and its committees. Conduct periodic review of and
or unaudited financial information.
provide oversight on the specific Suncor Principal Risks

17. Authorize any changes to the categories of documents which have been delegated to the Committee
for oversight.
and information requiring audit committee review or
approval prior to external disclosure, as set out in the
Pension Plan
Corporation’s policy on external communication and
disclosure of material information.
24. Review the assets, financial performance, funding
status, investment strategy and actuarial reports of the
18. Review any change in the Corporation’s accounting
Corporation’s pension plan including the terms of
policies.
engagement of the plan’s actuary and fund manager.

19. Review with legal counsel any legal matters having a
significant impact on the financial reports.

A-2 SUNCOR ENERGY INC. ANNUAL INFORMATION FORM 2014