Page 17 - MIC 2014 - English

Advisory Vote on Approach to Executive Compensation

The Board believes that shareholders should have the approved by the Board on the recommendation of

opportunity to fully understand the objectives, philosophy the HR&CC.
and principles that the Board has used to make executive
At the meeting, shareholders will have an opportunity to
compensation decisions.
vote on our approach to executive compensation through

We hope you will carefully review the ‘‘Letter to consideration of the following advisory resolution:
Shareholders’’ beginning on page 23 and our
‘‘Resolved, on an advisory basis and not to diminish
‘‘Compensation Discussion and Analysis’’ beginning on the role and responsibilities of the Board of Directors,
page 26 of this management proxy circular before voting
that the shareholders accept the approach to
on this matter. We encourage any shareholder who has executive compensation disclosed in the management
comments on our approach to executive compensation to
proxy circular of Suncor Energy Inc. delivered in
forward these comments to the chair of the Human advance of its 2014 annual meeting of shareholders.’’
Resources and Compensation Committee (the ‘‘HR&CC’’)
c/o the Corporate Secretary, Suncor Energy Inc.
As this is an advisory vote, the results will not be binding

P.O. Box 2844, 150 - 6th Avenue S.W., Calgary, Alberta, upon the Board. However, in considering its approach to
T2P 3E3. The ‘‘Compensation Discussion and Analysis’’ compensation in the future, the Board will take into
account the results of the vote, together with feedback
section discusses our compensation philosophy and
approach to executive compensation, what our Named received from shareholders in the course of our
engagement activities.
Executive Officers are paid and how their level of
compensation is determined. This disclosure has been

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 15