Page 33 - MIC 2014 - English

• reviewing, on a summary basis, any significant • custom survey work benchmarking Suncor

compensation, pension and benefit programs for compensation in the marketplace; and
employees generally, with consideration of accounting,
• support in conducting a risk assessment of Suncor’s
tax, design, legal, regulatory and risk implications and compensation policies and programs.
the pay-for-performance relationship for variable
Meridian’s role is to review and provide advice to the
pay; and
HR&CC on analysis and recommendations put forward by
• reviewing executive compensation disclosure and management and Towers Watson. As the HR&CC’s
recommending it to the Board for approval before
independent advisor, Meridian:
Suncor publicly discloses this information.
• provides compensation advice and perspective to the
The HR&CC fulfilled its mandate, as summarized above, in HR&CC;
2013, including preparing a recommendation to the Board
• validates or challenges proposals, recommendations and
to request shareholders approve an increase in the number
of Suncor common shares reserved for issuance in the decision process followed; and

connection with stock option grants. The share reserve • helps develop proposals and information for the
increase request was approved by shareholders at Suncor’s HR&CC as needed.

2013 annual general meeting.
The decisions made by the HR&CC may reflect factors and

All HR&CC members are independent directors. The considerations other than as provided or recommended by
HR&CC is currently comprised of the following members: our compensation consultants. During 2013, Towers
James W. Simpson (chair), Mel E. Benson, W. Douglas Ford,
Watson and Meridian met with the HR&CC chair and
John R. Huff and Maureen McCaw.
attended relevant sections of HR&CC meetings,

The HR&CC members have experience in top leadership as necessary.
roles (three of five in CEO roles), strong knowledge of the

energy industry (four of five with an energy industry Executive Compensation Fees
background), a mix of functional experience and
Executive compensation related fees paid by Suncor in
competency, and tenure as directors of various public 2012 and 2013 to Towers Watson and to Meridian are
companies. This background provides the HR&CC with the
displayed in the table below.
collective experience, skills and qualities to effectively
support the Board in carrying out its mandate. Further Fees Paid Fees Paid

information on the HR&CC committee member experience related related
and skills is provided in the inventory of Board member to 2012 to 2013
($)
Executive Compensation Consultant
($)
capabilities and competencies on page 12 of Schedule C
attached to this management proxy circular.
Towers Watson
........................................................................................................................
235 907
300 755

Meridian 21 458 23 717
Executive Compensation Consultants. Towers Watson
provides advice to the HR&CC, supports management in
All Other Fees
the area of executive compensation and provides services in
other human resources areas, including pensions. Towers In addition to the fees disclosed above, Towers Watson

Watson has protocols in place to ensure that they are in a assisted in certain matters related to pension and benefits,
position to provide independent advice.
including, but not limited to, actuarial and accounting

Meridian Compensation Partners (‘‘Meridian’’) is retained by services. Total fees payable to Towers Watson for the
foregoing services were $860,951 in 2012 and $1,136,107
the HR&CC as its independent advisor.
in 2013, which included all fees payable to Towers Watson
Towers Watson was originally retained in February 2006 by Suncor not included under executive compensation
and Meridian was originally retained in February 2010.
related fees in 2012 and 2013, respectively. Other than the
Towers Watson provides the HR&CC consulting support fees disclosed above, no other fees were paid by Suncor to

and information in the following areas:
Meridian in 2012 and 2013.

• expertise and advice in the development of The HR&CC pre-approves all material executive
compensation policies and programs for executives and compensation related fees paid to Towers Watson or

the Board;
Meridian. The Board does not pre-approve services
provided by Towers Watson that do not relate to executive
• periodic updates on best practices, trends and compensation related services.
emerging regulatory or governance matters related to

executive compensation;

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 31