Page 83 - MIC 2014 - English

In applying the independence criteria, the Board reviews purposes, goals, activities and general characteristics of

and analyzes the existence, materiality and effect of any Suncor and its business. The Terms of Reference provide
relationships between Suncor and each of its directors, that the Board is responsible for the selection, monitoring

either directly, through a family member or as a partner, and evaluation of executive management and for
shareholder or officer of another organization that has a overseeing the ways in which Suncor’s business and affairs

relationship with Suncor and determines in each case are managed, thereby assuming responsibility for the
whether the relationships could, or could reasonably be stewardship of Suncor. The full text of the Terms of

perceived to, materially interfere with the director’s ability Reference is set out in Schedule F attached to this Circular.
to act independently of management.

Some of Suncor’s directors sit on the boards of other public
‘‘The Board has adopted Terms
companies, the particulars of which are set out in the
biographies on pages 7 to 13 of this Circular. No members of Reference, which include a

of the Board sit together on the board of any other entity.
board mandate.’’
Some members of the Board are involved with companies
with which Suncor has business relationships. The Board

has reviewed these relationships on a case-by-case basis
against the independence criteria and has determined that The Board of Directors discharges certain of its
none of these relationships impair the independence of the responsibilities through preparation for, and attendance at

individual directors:
meetings of its four standing committees: the Governance
Committee, the Audit Committee, the EHS&SD Committee
(i) as the directors do not serve as employees or
executives of these other companies, their and the HR&CC. Each committee has a written mandate,
which it reviews annually and updates as appropriate. Any
respective remuneration from these directorships is
not personally material to them nor is it dependent proposal to amend the mandates is reviewed by the
Governance Committee for recommendation to the Board.
on or variable with the nature or extent of the
business relationship with Suncor;
There were no material amendments to any committee
mandate in 2013.
(ii) any business relationship with Suncor is not
The Governance Committee, with input from the
material to Suncor or the other company; and
independent chairman, plans Board committee
(iii) they are not personally involved in negotiating, appointments for recommendation to and appointment by
managing, administering or approving contracts
the Board. In considering the appointment of members to
between Suncor and the other entities on whose its committees, the Governance Committee and the Board
boards they serve.
endeavour to include directors of diverse backgrounds and
The Board’s conflict of interest policy, described in detail at least one director with expertise and experience relevant

below, precludes these directors from voting with respect to the committee’s key roles.
to any of these arrangements, should they be considered
The committees are comprised solely of independent
by the Board. In the event there is any material discussion directors and, except where otherwise specified in the
of these arrangements or any arrangements involving Terms of Reference, Suncor’s by-laws or the relevant

competitors of these entities by the Board, these directors committee mandate, each committee has the power to
are expected to declare such interest and absent determine its own rules of procedure. Subject to limited

themselves from the boardroom during those discussions.
exceptions, these committees generally do not have
decision making authority; rather, they convey their

Terms of Reference
findings and recommendations on matters falling within
their respective mandates to the full Board of Directors.
The Board has adopted terms of reference (the ‘‘Terms of
Reference’’), which serve as the charter of the Board. The The committees also have the authority to conduct any

Terms of Reference are reviewed by the Board at least independent investigations into matters which fall within
annually. They include a general overview of the Board’s the scope of their responsibilities and may engage external

role in Suncor’s governance, a statement of key guidelines advisors (as may the full Board or an individual director), at
and policies applicable to the Board and its committees, Suncor’s expense, to assist them in fulfilling their mandate.

and a mandate that describes its major responsibilities, For a brief summary of the key functions, roles and
goals and duties. These major responsibilities, goals and responsibilities of Board committees, see ‘‘Board

duties range from specific matters, such as the declaration Committees’’ on page 6 of this Schedule.
of dividends that by law must be exercised by the Board,

to its general role to determine, in broad terms, the

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 C-2