Page 103 - MIC 2014 - English

• Board meeting dates will be established sufficiently in skills each new nominee will bring to the Board, as well

advance (at least one year and longer if practical) to as their ability to devote sufficient time and attention
minimize conflict with other commitments on Directors’ to fulfilling the role of director. The Board ultimately

schedules. Directors are accordingly expected to make determines nominees that will be included in the
every reasonable effort to attend all meetings of the Corporation’s management proxy circular.

Board and its committees, if not in person then
• The outgoing Chairman of the Board, or in the absence
by telephone.
of the outgoing Chairman, a director elected by
• While the Board does not restrict the number of public resolution of the Board, shall manage the process of
company boards that a director may serve on, each electing a new Chairman by seeking nominations,

director should ensure that he or she is able to devote determining the willingness of each nominee to take
sufficient time and energy to carrying out their duties on the role of Chairman of the Board, and by presiding

effectively.
over an election.

• The Board encourages the CEO to bring other • The Board supports the principle that its membership
executives into Board meetings. The presence of such should represent a diversity of backgrounds, experience

executives is expected to bring additional insights into and skills.
the discussions, because of the executives’ personal
• Succession and management development plans will be
involvement in, and knowledge of, specific agenda reviewed by the Human Resources & Compensation
items. The benefit of exposing the Board to other
Committee, and reported on annually to the Board.
executives, for succession planning and career • During each Board meeting, the Board of Directors
development purposes, is recognized.
shall meet on an ‘‘in camera’’ basis without
• The Board is responsible for selecting its own members, management. Such in camera meetings shall be

and for assessing the performance of individual presided over by the independent Chairman. In
directors, as well as the effectiveness of Board addition, at least once annually, the independent

committees and the Board of Directors as a whole. The directors will meet in the absence of both management
Board delegates management of the selection and non-independent directors.

processes to the Governance Committee. The • At least once annually, the Board will meet at a Suncor
Governance Committee has established a policy for
director selection. The selection process includes Energy location other than the head office location.
The purpose is to facilitate continual exposure of Board
consideration of the competencies and skills the Board,
as a whole, should possess, against those of existing members to the Corporation’s operations and the
communities in which they are carried out.
directors, and a consideration of the competencies and

Part III: Committee Guidelines

• The Board has four standing committees: the Audit the Corporation’s By-laws, unless otherwise determined

Committee, the Governance Committee, the Human by resolution of the Board of Directors, a majority of
Resources and Compensation Committee (‘‘HR&CC’’), the members of a committee shall constitute a quorum

and the Environment, Health, Safety & Sustainable for meetings of committees.
Development Committee (‘‘EHS&SD’’). From time to
• Each committee shall be comprised of a minimum of
time the Board may create ad hoc committees to three and a maximum of six directors. Each committee
examine specific issues on behalf of the Board. Each
shall have a non-member Secretary who may be a
committee maintains a written mandate and reviews member of management of the Corporation. The Chair
that mandate annually. Any recommendations to of each committee, in consultation with the committee

amend committee mandates are reviewed by the Secretary, shall determine the agenda for each
Governance Committee for recommendation to the committee meeting.

Board of Directors.
• The Board supports the principle that committee Chairs
• The Governance Committee, with input from the
should be rotated regularly while preserving continuity.
Chairman of the Board, plans Board committee
appointments (including the designation of a • Except where otherwise specified in these terms of
reference or in the Corporation’s By-laws, each
committee Chair) for recommendation to and
appointment by the Board. The committees shall be committee shall have the power to determine its own
rules of procedure.
reconstituted annually following the annual general
meeting at which directors are elected by the • The Audit Committee will consist entirely of outside,

shareholders of the Corporation. In accordance with
independent directors. In addition, all members of the

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 F-3