Page 102 - MIC 2014 - English

BOARD TERMS OF REFERENCE

Part II: Board Guidelines

The following have been adopted by the Board as the • The Board should be comprised of a majority of

guidelines applicable to the Board and its operations:
independent directors. The Board has defined an
• These Terms of Reference for the Board of Directors independent director in written independence criteria,
based on definitions under applicable law(1). On an
(which include the Board Guidelines, Committee
Guidelines, Board Mandate and Board Forward Agenda, annual basis, the Board of Directors shall consider and
affirmatively determine whether each individual director
setting out the important issues that must be
is independent, in accordance with the criteria.
addressed by the Board of Directors annually), and the

The membership of the CEO on the Board of Directors mandates and forward agendas of the Board •
is valuable and conducive to effective decision making. committees, constitute the charters of the Board and

However, there should generally be no more than three committees respectively, and are reviewed by the Board
inside(2) directors on the Board of Directors.
annually and updated as deemed appropriate. These

charters are supplemented by the position descriptions
• The Board supports the separation of the role of
for the Board Chairman and Board Committee Chairs,
Chairman from the role of CEO.
as well as the Director Accountability Statement.
• The Board will evaluate the performance of the CEO at

• The CEO is responsible for leading the development of least annually. The evaluation will be based on criteria
long-range plans for the Corporation, including its which includes the performance of the business and

goals and strategies. The Board, both directly and the accomplishment of CEO’s qualitative and
through its committees, participates in discussions of quantitative objectives as established at the beginning

strategy, by responding to and contributing ideas. The of each fiscal year of the Corporation, and the creation
Board annually reviews and approves the Corporation’s and fostering within the Corporation of a culture
annual business plan (including the annual budget),
of integrity.
and approves the strategies as reflected in the
Corporation’s long range plan.
• The Board Chairman will work with the CEO to
establish the agenda for each Board meeting. Each
• The Board believes that the appropriate size for the
Board member is free to suggest the inclusion of items
Board is between 10 and 14 members.
on the agenda. Whenever feasible, important issues

• Directors stand for re-election annually.
should be dealt with over the course of two meetings.
The first such meeting would allow for a thorough
• The Board maintains a Mandatory Retirement and
briefing of the Board, and the second would allow for Change of Circumstance Policy and reviews the policy
final discussion and a decision.
periodically to ensure it continues to serve the
The Board will hold at least five meetings per year, one Corporation’s best interests. The Board maintains a •

of which shall be principally devoted to strategy. An policy permitting directors to retain outside advisors at
additional meeting shall be scheduled for approval of the expense of the Corporation, subject to the written
the annual proxy circular, annual information form and approval of any of the Board Chairman, the Chair of

other annual disclosure documents, as necessary.
the committee proposing to retain outside advisors, or
the Governance Committee. In exercising their approval
• Whenever feasible, the Board will receive materials at
authority, the Board Chairman, Board Committee Chair least one full weekend in advance of meetings.
or Governance Committee, as the case may be, will
Presentations on specific subjects at Board meetings
establish, on a case by case basis, reasonable monetary will only briefly summarize the material sent so
limits and other controls as deemed appropriate.
discussion at the meeting can focus on questions and
• In order to support the alignment of Directors’ interests issues. Directors are expected to have reviewed these

with those of Suncor’s shareholders, Directors shall own materials prior to attendance at Board and committee
during the term of their directorship within five years
meetings, and are expected to be prepared to engage

of being appointed or elected to the Board, a minimum in meaningful discussion and provide considered,
value of Suncor common shares, DSUs or any constructive and thoughtful feedback and commentary

combination thereof, as determined annually by the at meetings.
Governance Committee.

(1) Suncor’s corporate governance practices reflect applicable rules and guidelines adopted by the Canadian Securities Administrators (the ‘‘Canadian

Requirements’’) and the U.S. Securities and Exchange Commission (‘‘SEC’’), including applicable rules adopted by the SEC to give effect to the
provisions of the Sarbanes-Oxley Act of 2002 (collectively, the ‘‘SEC Requirements’’).
(2) An inside director is an officer (other than an officer serving as such in a non-executive capacity) or employee of the Corporation.

F-2 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014