Page 75 - MIC 2014 - English

date of entitlement to disability benefits and the right after the employee’s death. There are no remaining

to exercise such holder’s options shall terminate no unvested options under the Sunshare 2012 Plan.
later than the expiration of twelve months from the
• Pursuant to the PCSOP, unless otherwise determined at
date that is 24 months from the date of the time of grant, in the event of: (a) the death of an
commencement of such entitlement. If the holder has
option holder, all options shall immediately vest with
not returned to active service as an employee prior to one year to exercise or until the normal expiry date if
the expiration of 24 months from entitlement to
earlier; (b) voluntary retirement of an option holder, all
disability benefits then the holder’s options which were options held shall immediately vest upon the date of
not exercisable 24 months from the date of entitlement
retirement and may be exercised after vesting for up to
shall immediately terminate. There are no remaining three years after retirement or until the normal expiry
unvested options under the ESP or the SKCSO.
date, if earlier; (c) the termination without cause of the
• Pursuant to the SunShare 2012 Plan, all unvested option holder’s employment, options vested on the

options are cancelled on cessation of employment for effective date of the termination may be exercised
any reason other than death, retirement or disability. within the earlier of 90 days of the effective date of

Vested options expire in these circumstances six months termination or the normal expiry date and all other
from cessation of employment, unless the employee is options expire immediately; and (d) termination with
terminated for cause in which case the vested options cause of the option holder’s employment or voluntary

also expire immediately. Upon termination of resignation (other than at retirement), all options expire
employment due to death, unvested options expire one immediately. There are no remaining unvested options

year from the employee’s death and 18 months from under the PCSOP.
the employee’s death if they vest during the first year

DIRECTORS’ AND OFFICERS’ INSURANCE

Under policies purchased by Suncor, approximately
The policies are subject to certain exclusions, and provide
US$200 million of insurance is in effect for the directors for a corporate deductible of US$10 million in

and officers of Suncor against liability for any actual or circumstances where Suncor indemnifies individual directors
alleged error, misstatement, misleading statement, act, and officers. If Suncor is unable by law to indemnify

omission, neglect or breach of duty in discharging their individual directors and officers, including in an event of
duties, individually or collectively. Suncor is also insured insolvency, there is no deductible. In 2013, Suncor paid

under these policies in the event it is permitted or required premiums of approximately US$1.7 million for directors and
by law to indemnify individual directors and officers.
officers insurance for the 12-month period ending

July 1, 2014.

CORPORATE GOVERNANCE

The Board is committed to maintaining high standards of requirements of the NYSE applicable to U.S. domestic

corporate governance, and regularly reviews and updates companies (‘‘NYSE Standards’’). Based on that review,
its corporate governance systems in light of changing Suncor’s corporate governance practices in 2012 and 2013
practices, expectations and legal requirements.
did not differ from the NYSE Standards in any significant

Suncor is a Canadian reporting issuer. Our common shares respect, with the exceptions described in Schedule C
attached to this management proxy circular under the
are listed on both the TSX and the New York Stock
Exchange (‘‘NYSE’’). Accordingly, our corporate governance heading, ‘‘Compliance with NYSE Standards’’.

practices reflect applicable rules and guidelines adopted by Suncor’s Statement of Corporate Governance Practices
the Canadian Securities Administrators (the ‘‘Canadian (‘‘Statement’’) this year is based on the Canadian

Requirements’’) and the U.S. Securities and Exchange Requirements, as set out in National Policy 58-201
Commission (‘‘SEC’’), including applicable rules adopted by Corporate Governance Guidelines and National

the SEC to give effect to the provisions of the Instrument 58-101 – Disclosure of Corporate Governance
Sarbanes-Oxley Act of 2002 (collectively, the ‘‘SEC Practices. This Statement has been approved by the Board,

Requirements’’). NYSE corporate governance requirements on the recommendation of its Governance Committee.
are generally not applicable to non-U.S. companies. Suncor’s Statement can be found in Schedule C attached

However, Suncor has reviewed its practices against the
to this management proxy circular.

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 73