Page 105 - MIC 2014 - English

objectives, budgets, and the economic environment, not limited to, shareholders, the investing public,

and the development of resources necessary to future government, employees, the financial community, and
success. These resources include:
the communities in which Suncor Energy operates.

• management competence, organization and depth;
Ensure that measures are in place for receiving
feedback from stakeholders, including toll free
• technology in exploration, production, mining,
manufacturing, product design and product telephone and internet email communication channels
that are adequately resourced to respond to
application;
appropriate enquiries. Monitor system effectiveness and
• fixed assets;
significant sensitive and legally required

• marketing capability – customer loyalty, distribution communications.
organization, market knowledge and so on;
12. Ensure that the Corporation has systems in place which

• work force and employee relations;
accommodate stakeholder feedback.

• financial resources, including relations with the 13. Collectively and individually respond constructively to
financial community; and
requests for advice and assistance from the CEO.

• reputation.
Provide leadership and policy direction to management
with a view to establishing and maintaining a high
6. Establish an overall compensation policy for the
standard of legal and ethical conduct for the
Corporation and monitor its implementation with Corporation, by:
special attention devoted to the executive group.
• taking reasonable steps to ensure that Suncor
Review the policy from time to time to ensure that it Energy complies with applicable laws and
continues to be appropriate.
regulations and with its constating documents,
7. Oversee corporate financial operations, including:
including its Articles and By-laws, and operates to

• capital structure management, maintaining high ethical and moral standards – being on the
reasonable financial flexibility and safety while alert for and sensitive to situations that could be

achieving an appropriate return on equity;
considered illegal, unethical or improper, and taking
corrective steps;
• financial results reporting;
• establishing the means of monitoring performance
• allocation of assets, providing for increasing
investment in areas of high return while in this area with assistance of legal counsel;
withdrawing funds from areas producing
• approving and monitoring compliance with key
inadequate returns;
policies and procedures by which the Corporation is
operated; complying with the legal requirements,
• maintaining access to suitable sources of new
capital;
including those pursuant to the Canada Business
Corporations Act, applicable to corporate boards of
• pension funds and other major employee benefit
directors, including, without limitation, the duty to
programs;
act honestly and in good faith with a view to the

• dividend pay-out policy and action;
best interests of the Corporation, and the duty to
• selection of outside auditors for approval by the exercise the care, diligence and skill that reasonably

shareholders; and
prudent people exercise in comparable
circumstances.
• insurance.
14. Manage Board operations, including, without limitation:
8. Identify the principal risks of the Corporation’s business
and ensure implementation and monitoring of systems • subject to any required shareholder approval, fix the
size of the Board, review its composition and, when
to effectively manage these risks.
appropriate, identify new nominees to the Board;
9. Ensure that processes are in place to monitor and
maintain the integrity of the Corporation’s internal • elect a Chairman, appropriate committees and
control and management information systems.
Committee Chairs;

10. Ensure that the Corporation has in place appropriate • define the duties of the Chairman of the Board and

environmental, health and safety policies, having regard the committees;
to legal, industry and community standards, and ensure • determine when and where the Board meets;

implementation of management systems to monitor the • influence the structuring of agendas and how
effectiveness of those policies.
meeting time is spent; and
11. Ensure that systems are in place for communication
• meet legal requirements with respect to corporate
and relations with stakeholder groups, including, but
administration.

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 F-5