Page 99 - AIF - English

IV. General Policy
• The Audit Committee shall evidence their pre-approval

The following general policy applies to all services provided for services to be provided by the independent auditor
by the independent auditor.
as follows:

• All services to be provided by the independent auditor (a) In situations where the Chairman of the Audit

will require specific pre-approval by the Audit Committee pre-approves work under his delegation
Committee. The Audit Committee will not approve of authority, the Chairman will evidence his

engaging the independent auditor for services that can pre-approval by signing and dating the pre-approval
reasonably be classified as Tax Services or All Other request form, attached as Appendix B. If it is not

Services unless a compelling business case can be made practicable for the Chairman to complete the form
for retaining the independent auditor instead of and transmit it to the Company prior to

another service provider.
engagement of the independent audit, the
Chairman may provide verbal or email approval of
• The Audit Committee will not provide pre-approval for
services to be provided in excess of twelve months the engagement, followed up by completion of the
request form at the first practical opportunity.
from the date of the pre-approval, unless the Audit
Committee specifically provides for a different period.
(b) In all other situations, a resolution of the Audit

• The Audit Committee has delegated authority to Committee is required.

pre-approve services with an estimated cost not • All audit and non-audit services to be provided by the
exceeding $100,000 in accordance with this Policy to independent auditors shall be provided pursuant to an
the Chairman of the Audit Committee. The delegate engagement letter that shall:

member of the Audit Committee must report any (a) Be in writing and signed by the auditors;
pre-approval decision to the Audit Committee at its

next meeting.
(b) Specify the particular services to be provided;

• The Chairman of the Audit Committee may delegate (c) Specify the period in which the services will be
his authority to pre-approve services to another sitting performed;

member of the Audit Committee provided that the (d) Specify the estimated total fees to be paid, which
recipient has also been delegated the authority to act shall not exceed the estimated total fees approved

as Chairman of the Audit Committee in the Chairman’s by the Audit Committee pursuant to these
absence. A resolution of the Audit Committee is procedures, prior to application of the 10%

required to evidence the Chairman’s delegation of overrun; and
authority to another Audit Committee member under
(e) Include a confirmation by the auditors that the
this policy.
services are not within a category of services the

• The Audit Committee will, from time to time, but no provision of which would impair their independence
less than annually, review and pre-approve the services under applicable law and Canadian and

that may be provided by the independent auditor.
U.S. generally accepted accounting standards.

• The Audit Committee must establish pre-approval fee • The Audit Committee pre-approval permits an overrun
levels for services provided by the independent auditor of fees pertaining to a particular engagement of no

on an annual basis. On at least a quarterly basis, the greater than 10% of the estimate identified in the
Audit Committee will be provided with a detailed associated engagement letter. The intent of the overrun

summary of fees paid to the independent auditor and authorization is to ensure on an interim basis only, that
the nature of the services provided, and a forecast of services can continue pending a review of the fee

fees and services that are expected to be provided estimate, and, if required, further Audit Committee
during the remainder of the fiscal year.
approval of the overrun. If an overrun is expected to

• The Audit Committee will not approve engaging the exceed the 10% threshold, as soon as the overrun is
identified, the Audit Committee or its designate must
independent auditor to provide any prohibited
non-audit services as set forth in Appendix A.
be notified and an additional pre-approval must be
obtained prior to the engagement continuing.

SUNCOR ENERGY INC. ANNUAL INFORMATION FORM 2014 B-2