Page 106 - MIC 2014 - English

BOARD TERMS OF REFERENCE

APPENDIX A TO THE TERMS OF REFERENCE – FINANCIAL LITERACY AND EXPERTISE

For the purpose of making appointments to the Corporation’s • The person’s level of familiarity and experience with the

Audit Committee, and in addition to the independence use and analysis of financial statements of public
requirements, all Directors nominated to the Audit Committee companies; and

must meet the test of Financial Literacy as determined in the • Whether the person has any other relevant qualifications
judgment of the Board of Directors. Also, at least one director or experience that would assist him or her in

so nominated must meet the test of Financial Expert as understanding and evaluating the Corporation’s financial
determined in the judgment of the Board of Directors.
statements and other financial information and to make

knowledgeable and thorough inquiries whether:
Financial Literacy
• The financial statements fairly present the financial
Financial Literacy can be generally defined as the ability to
condition, results of operations and cash flows of
read and understand a balance sheet, an income statement the Corporation in accordance with generally
and a cash flow statement. In assessing a potential
accepted accounting principles; and
appointee’s level of Financial Literacy the Board of Directors
must evaluate the totality of the individual’s education and • The financial statements and other financial
information, taken together, fairly present the financial
experience including:
condition, results of operations and cash flows of the
• The level of the person’s accounting or financial Corporation.
education, including whether the person has earned an

advanced degree in finance or accounting;
Audit Committee Financial Expert
• Whether the person is a professional accountant, or An ‘‘Audit Committee Financial Expert’’ means a person

the equivalent, in good standing, and the length of who in the judgment of the Corporation’s Board of
time that the person actively has practiced as a Directors, has following attributes:

professional accountant, or the equivalent;
a. an understanding of Canadian generally accepted
• Whether the person is certified or otherwise identified as
accounting principles and financial statements;
having accounting or financial experience by a recognized b. the ability to assess the general application of such
private body that establishes and administers standards in
principles in connection with the accounting for
respect of such expertise, whether that person is in good estimates, accruals, and reserves;
standing with the recognized private body, and the length
c. experience preparing, auditing or analyzing or evaluating
of time that the person has been actively certified or financial statements that present a breadth and level of
identified as having this expertise;
complexity of accounting issues that are generally
• Whether the person has served as a principal financial comparable to the breadth and complexity of issues that
officer, controller or principal accounting officer of a
can reasonably be expected to be raised by Suncor’s
company that, at the time the person held such financial statements, or experience actively supervising one
position, was required to file reports pursuant to
or more persons engaged in such activities;
securities laws, and if so, for how long;
d. an understanding of internal controls and procedures

• The person’s specific duties while serving as a public for financial reporting; and
accountant, auditor, principal financial officer, controller,
e. an understanding of audit committee functions.
principal accounting officer or position involving the A person shall have acquired the attributes referred to in
performance of similar functions;
items (a) through (e) inclusive above through:
• The person’s level of familiarity and experience with all a. education and experience as a principal financial officers,
applicable laws and regulations regarding the
principal accounting officer, controller, public accountant
preparation of financial statements that must be or auditor or experience in one or more positions that
included in reports filed under securities laws;
involve the performance of similar functions;
• The level and amount of the person’s direct experience
reviewing, preparing, auditing or analyzing financial b. experience actively supervising a principal financial
officer, principal accounting officer, controller, public
statements that must be included in reports filed under
provisions of securities laws;
accountant, auditor or person performing similar
functions;
• The person’s past or current membership on one or
more audit committees of companies that, at the time c. experience overseeing or assessing the performance of
companies or public accountants with respect to the
the person held such membership, were required to file
reports pursuant to provisions of securities laws;
preparation, auditing or evaluation of financial
statements; or

d. other relevant experience.

F-6 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014