Page 104 - MIC 2014 - English

BOARD TERMS OF REFERENCE

Audit committee must be, in the judgment of the • The Governance Committee shall consist entirely of

Board of the Directors, financially literate, and at least outside, independent directors.
one member of the Audit Committee must be an audit
• The Chairman, by standing invitation, is considered an
committee financial expert.
ex-officio of the Board standing committees of which

• In general Audit Committee members will not he is not a listed member.
simultaneously be members of the Audit Committee of • During each committee meeting, the committee shall

more than two other public companies, unless the meet on an ‘‘in camera’’ basis without management.
Board of Directors affirmatively determines that Such in camera meetings shall be presided over by the
simultaneous service on a greater number of audit
Chair of the committee, if an independent director, or
committees would not impair the member’s ability to other committee member who is an independent
effectively serve on Suncor’s Audit Committee. Any
director, as selected by the independent directors on
such determination by the Board of Directors shall be the committee.
disclosed in the Corporation’s management

proxy circular.

• The HR&CC will consist entirely of outside, independent
directors.

Part IV: Mandate of the Board of Directors

Goals of the Board. The major goals and responsibilities membership of the Board. Represent and safeguard the
of the Board are to:
interests of all shareholders while recognizing that the

• Establish policy direction and the fundamental interests of employees, customers, suppliers, and
objectives of the Corporation;
especially the general public must also be taken into

• Supervise the management of the business and affairs account for the enterprise to continue being able to
serve its owners. Monitor and work to improve return
of Suncor Energy;
on, security of, and prospects for enhancement of the

• Ensure the Corporation has an effective strategic value of shareholder investment.
planning process;
2. Determine and control in broad terms the purposes,
• Identify the principal risks of Suncor Energy’s business, goals, activities and general characteristics of Suncor
and ensure that there are systems in place to effectively
Energy. These duties range from establishing objectives,
monitor and manage these risks;
scope of operations, and fundamental strategies and

• Annually approve the strategies reflected in Suncor’s policies and annually approving Suncor’s capital budget
long range plan, which takes into account, among and the strategies reflected in its long range plan, to

other things, the opportunities and risks of the declaring dividends, major capital investments, mergers
Corporation’s business;
and acquisitions, issuance or retirement of stock, and

• Protect and enhance the assets of the owners of the other specific actions that are likely to have a
substantial effect on the Corporation or that the Board
Corporation and look after their interests in general;
is legally required to take.
• Ensure the continuity of the Corporation by assuming
responsibility for the appointment of and succession to 3. Review with management the mission of the
the office of the CEO, enforcing the articles and Corporation, its objectives and goals, and the strategies

by-laws and by seeing that an effective Board
whereby it proposes to achieve them. Monitor the
is maintained;
Corporation’s progress toward its goals and plans, and
assume responsibility to revise and alter the
• Make certain decisions that are not delegable, such as
Corporation’s direction where warranted.
the declaration of dividends; and
4. Appoint a CEO, monitor and evaluate his performance,
• Provide leadership and direction for the Corporation in provide for adequate succession to that position, and
establishing and maintaining a high standard of
replace the CEO when appropriate. Appoint as well the
corporate ethics and integrity.
other officers of the Corporation, and in respect of the

Major Duties. The major duties of the Board are to:
senior officers, monitor their performance, that there is
adequate succession to their positions, and that they
1. Foster the long-term success of Suncor Energy. Commit
to the enterprise and acknowledge that the best are replaced when appropriate.

interests of Suncor Energy and its shareholders must 5. Ensure that the CEO is providing for achievement of
prevail over any individual business interests of the
acceptable current financial results relative to corporate

F-4 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014