Page 82 - MIC 2014 - English

CORPORATE GOVERNANCE SUMMARY

SCHEDULE C: CORPORATE GOVERNANCE SUMMARY

THROUGHOUT THIS SUMMARY, THERE ARE REFERENCES TO INFORMATION AVAILABLE ON THE SUNCOR ENERGY INC.
(‘‘SUNCOR’’ OR THE ‘‘CORPORATION’’) WEB SITE(1). ALL SUCH INFORMATION IS AVAILABLE AT WWW.SUNCOR.COM

UNDER THE ‘‘ABOUT US-GOVERNANCE’’ TAB. IN ADDITION, SHAREHOLDERS MAY REQUEST PRINTED COPIES OF THESE
MATERIALS BY CONTACTING SUNCOR AT THE ADDRESS ON THE BACK OF THIS CIRCULAR, BY CALLING

1-800-558-9071 OR BY EMAIL REQUEST TO INFO@SUNCOR.COM

Board of Directors – Composition and Independence
(‘‘EHS&SD’’) Committee is also comprised entirely of
independent directors.
The cornerstone of Suncor’s governance system is its board
of directors (the ‘‘Board’’ or ‘‘Board of Directors’’), whose Suncor’s independent directors meet in-camera at the

duty is to supervise the management of Suncor’s business beginning and end of each Board meeting without
and affairs. The composition of the Board and its management present. Mr. Williams, as a member of

independence are important elements of this system. management, does not participate in these sessions. These
Steven W. Williams, Suncor’s President and Chief Executive sessions have been presided over by John T. Ferguson, who

Officer (‘‘CEO’’) is the only member of the Board who is has been Suncor’s independent chairman since April 2007.
not independent. Following the annual general meeting The Board’s committees hold similar in-camera sessions

and assuming that all nominees for director are elected as without management present immediately before and after
contemplated in this Circular, 12 of 13 members (92.3%) each of their meetings. These sessions are presided over by

of the Board will be independent directors. A short the independent chairs of the respective committees. The
biography of each individual standing for election can be chair or other independent director then communicates to

found starting on page 7 of this Circular.
management any issues addressed at the in-camera
meetings requiring management action.

The Board has developed and approved written position
‘‘The Board is comprised of a
descriptions for the Board chairman and Board committee
majority of independent chairs, each of which are available on Suncor’s web site.

The position description for Suncor’s chairman of the Board
directors (13 of 14 members is also set out in Schedule D attached to this Circular. The

(92.9%)). All of the members of position descriptions for the Board chairman and Board
committee chairs supplement the Terms of Reference, as
the committees of the Board
defined below. These descriptions are reviewed annually by
the Governance Committee. Any changes to the position
are independent. Suncor’s
descriptions are recommended by the Governance
independent directors meet in Committee to the full Board.

camera at the beginning and The Board reviews the independence of its members

annually. The Board has adopted criteria for assessing the
end of each Board and independence of directors including additional requirements

committee meeting without applicable to members of the Audit Committee. The
Board’s independence policy and criteria include a
management present.’’
description of certain relationships that operate as a
complete bar to independence. Suncor’s independence

criteria are consistent with the Canadian Requirements and
the SEC Requirements (each defined on page 73 of this
Each of the Governance, Audit and Human Resources and
Compensation Committee (‘‘HR&CC’’) are required to be Circular). The independence criteria are set out in
Schedule E attached to this Circular.
and are comprised entirely of independent directors. The
Environment, Health, Safety and Sustainable Development

(1) Information on Suncor’s web site, though referenced herein, does not form part of this Schedule or the management proxy circular (the ‘‘Circular’’) to
which this schedule is attached.

C-1 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014