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SCHEDULE ‘‘B’’ – SUNCOR ENERGY INC. POLICY AND PROCEDURES

FOR PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

Pursuant to the Sarbanes-Oxley Act of 2002 and (ii) The performance of domestic and foreign statutory
Multilateral Instrument 52-110, the Securities and Exchange audits;

Commission (SEC) and the Ontario Securities Commission (iii) Attest services required by statute or regulation;
respectively have adopted final rules relating to audit
(iv) Internal control reviews; and
committees and auditor independence. These rules require
the Audit Committee of Suncor Energy Inc (‘‘Suncor’’) to be (v) Assistance with and review of documents filed with

responsible for the appointment, compensation, retention the Canadian Securities Administrators, the SEC
and oversight of the work of its independent auditor. The and other regulators having jurisdiction over Suncor

Audit Committee must also pre-approve any audit and and its subsidiaries, and responding to comments
non-audit services performed by the independent auditor from such regulators;

or such services must be entered into pursuant to (b)
Audit-Related Services are assurance (e.g. due diligence
pre-approval policies and procedures established by the
services) and related services traditionally performed by
Audit Committee pursuant to this policy.
the external auditors, which are reasonably related to

the performance of the audit or review of financial
I. Statement of Policy
statements and not categorized under Audit Services
The Audit Committee has adopted this Policy and
for disclosure purposes.
Procedures for Pre-Approval of Audit and Non-Audit
Services (the Policy), which sets forth the procedures and Audit-Related Services include:

the conditions pursuant to which services proposed to be (i) Employee benefit plan audits, including audits of
performed by the independent auditor will be employee pension plans;

pre-approved. The procedures outlined in this Policy are (ii) Due diligence related to mergers and acquisitions;
applicable to all Audit, Audit-Related, Tax Services and All
(iii) Consultations and audits in connection with
Other Services provided by the independent auditor.
acquisitions, including evaluating the accounting
treatment for proposed transactions;
II. Responsibility
Responsibility for the implementation of this Policy rests (iv) Internal control reviews;

with the Audit Committee. The Audit Committee delegates (v) Attest services not required by statute or regulation;
its responsibility for administration of this policy to
and
management. The Audit Committee shall not delegate its
responsibilities to pre-approve services performed by the (vi) Consultations regarding financial accounting and
reporting standards.
independent auditor to management.
Non-financial operational audits are not Audit-Related

III. Definitions
Services.
For the purpose of these policies and procedures and any
Tax Services include, but are not limited to, services (c)
pre-approvals:
related to the preparation of corporate and/or personal

tax filings, tax due diligence as it pertains to mergers, (a) Audit Services include services that are a necessary part
acquisitions and/or divestitures, and tax planning; and
of the annual audit process and any activity that is a

All Other Services consist of any other work that is necessary procedure used by the auditor in reaching an (d)
opinion on the financial statements as is required under
neither an Audit Service, nor an Audit-Related Service
nor a Tax Service, the provision of which by the generally accepted auditing standards (GAAS), including
technical reviews to reach audit judgment on
independent auditor is not expressly prohibited by accounting standards. The term Audit Services is
Rule 2-01(c)(7) of Regulation S-X under the Securities
broader than those services strictly required to perform
and Exchange Act of 1934, as amended.
an audit pursuant to GAAS and include such
(See Appendix A for a summary of the prohibited
services as:
services.)
(i) The issuance of comfort letters and consents in
connections with offerings of securities;

B-1 SUNCOR ENERGY INC. ANNUAL INFORMATION FORM 2014