Page 100 - MIC 2014 - English

DIRECTOR INDEPENDENCE POLICY AND CRITERIA

• For Audit Committee members only, in order to be • Acts, or has previously acted, as chair or vice chair of

considered independent, a member of the Audit the Board or of any Board committees on a part-time
Committee may not, other than in his or her capacity basis; or

as a member of the Audit Committee, the Board or • Sits on the board of directors or as a trustee or in an
any other Board Committee, accept directly or indirectly
equivalent capacity, of another corporation, firm or
any consulting, advisory, or other compensatory fee other entity, which has a business relationship with
from Suncor, provided that compensatory fees do not
Suncor, provided that the individual’s remuneration
include the receipt of fixed amounts of compensation from the other entity is not personally material to that
under a retirement plan (including deferred
individual or dependent on or variable with the nature
compensation) for prior service with Suncor provided or extent of the business relationship with Suncor, the
that such compensation is not contingent in any way
individual is not involved in negotiating, managing,
on continued service; and in addition, shall not be an administering or approving contracts between Suncor
affiliated person of Suncor or any of its subsidiaries.
and the other entity, and the individual otherwise is in
A director of Suncor will not be considered to have a compliance with the Board’s conflict of interest policy

material relationship with Suncor solely because the with respect to contracts between Suncor and that
individual or his or her immediate family member:
other entity.

• Has previously acted as an interim CEO of Suncor; or

E-2 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014