Page 101 - MIC 2014 - English

SCHEDULE F: BOARD TERMS OF REFERENCE

Part I: Overview

The Canada Business Corporations Act (the Act), Suncor providing the Corporation with leadership. The CEO
Energy’s governing statute, provides ‘‘that the directors discharges these responsibilities by formulating Corporation

shall manage or supervise the management of the business policies and proposed actions, and, where appropriate,
and affairs of a corporation...’’. In practice, as a Board of presenting them to the Board for approval. The

Directors cannot ‘‘manage’’ a corporation such as Suncor Corporation’s Management Control Process Policy explicitly
Energy in the sense of directing its day-to-day operations, identifies actions which have been specifically delegated to

the overarching role and legal duty of Suncor’s Board of the CEO, and those which are reserved to the Board of
Directors is to ‘‘supervise’’ the management of Suncor’s Directors. In addition, the Board has plenary power, and

business and affairs. Accordingly, the Board of Directors has the power to specify and modify the authority and
oversees development of the overall strategic direction and duties of management as it sees fit with a view to Suncor

policy framework for Suncor Energy. This responsibility is Energy’s best interests and in accordance with current
discharged through Board oversight of Suncor Energy’s standards. The Act also identifies certain matters which

management, which is responsible for the day-to-day must be considered by the Board as a whole and may not
conduct of the business. The Board, through the Chief be delegated to a committee or to management. These

Executive Officer (CEO), sets standards of conduct, matters include:
including the Corporation’s general moral and ethical tone,
• any submission to the shareholders of a question or
compliance with applicable laws, standards for financial matter requiring the approval of the shareholders;
practices and reporting, qualitative standards for operations
• the filling of a vacancy among the directors or in the
and products and other standards that reflect the views of
the Board as to the conduct of the business in the best office of the external auditor;

interests of the Corporation.
• the manner of and terms for the issuance of securities;

In general, then, the Board is responsible for the selection, • the declaration of dividends;
monitoring and evaluation of executive management, and
• the purchase, redemption or any other form of
for overseeing the ways in which Suncor Energy’s business acquisition of shares issued by the Corporation;
and affairs are managed. In this way, the Board assumes
responsibility for the stewardship of the Corporation. • the payment of a commission to any person in

Specific responsibilities which facilitate the discharge of the consideration of the purchase or agreement to
Board’s stewardship responsibilities include: the strategic purchase shares of the Corporation from the

planning process, risk identification and management, Corporation or from any other person, or procuring or
ensuring that effective stakeholder communication policies agreeing to procure purchasers for any such shares;

are in place, and ensuring the integrity of internal controls • the approval of management proxy circulars;
and management information systems. These
• the approval of any take-over bid circular or directors’
responsibilities, and others, are addressed in more detail in
the Board’s Mandate, comprising Part IV of these Terms
circular;

of Reference.
• the approval of the audited annual financial statements
of the Corporation; and
The Board of Directors discharges its responsibilities with
the assistance of Board committees. The committees advise • the adoption, amendment or repeal of by-laws of the
Corporation.
and formulate recommendations to the Board, but do not,
except in limited and specifically identified circumstances, One of the key stewardship responsibilities of the Board is

have the authority to approve matters on behalf of the to approve the Corporation’s goals, strategies and plans,
Board of Directors. General guidelines relating to Board and the fundamental objectives and policies within which

committees comprise Part III of these Terms of Reference. the business is operated, and evaluate the performance of
In addition, each committee has a written mandate, setting executive management. Once the Board has approved the

out the scope of its operations, and its key roles and goals, strategies and plans, it acts in a unified and cohesive
responsibilities. Position descriptions of the Board manner in supporting and guiding the CEO. The CEO

Committee Chairs and the Board of Directors Chairman set keeps the Board fully informed of the progress of the
out the related principles, framework and accountabilities Corporation toward the achievement of its goals, strategies

for those key roles in Suncor’s Board governance.
and plans, in a timely and candid manner, and the Board
of Directors continually evaluates the performance of
The CEO of Suncor Energy is delegated the responsibility
for the day-to-day management of the Corporation and for
executive management toward these achievements.

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 F-1