Page 84 - MIC 2014 - English

CORPORATE GOVERNANCE SUMMARY

The Board delegates day-to-day management of Suncor’s Strategic Planning. One of the Board’s major duties is to

business to Suncor’s CEO and other members of senior review, with management, Suncor’s mission, objectives and
management. The Board, through the CEO, sets standards goals and the strategies and plans for achieving them. The

of conduct, including Suncor’s general moral and ethical Board is responsible for monitoring Suncor’s progress
tone, expectations for compliance with applicable laws, toward its strategic goals and plans, and assumes

standards for financial practices and reporting, qualitative responsibility for revising and altering Suncor’s direction
standards for operations and products and other standards where warranted. The Board is continually provided with

that reflect the views of the Board as to the conduct of the updates on the human, technological and capital resources
business of Suncor. A management control process policy, required to implement Suncor’s strategies and any

adopted by the Board, defines and sets limits on the regulatory, environmental, social, cultural or governmental
authority delegated to management.
constraints that may impact Suncor carrying out its

The Board has developed and approved a written position business objectives. Where instructive, this includes a
competitive analysis of Suncor against its peers in different
description for the CEO, which includes a general
description of the role as well as specific accountabilities in facets of its business. The Governance Committee acts as a
sounding board for management on key strategic initiatives
the areas of strategic planning, financial results, leadership, in progress, and ensures that timely Board reviews of these
safety, government, environment and social relations and
management’s relationship with the Board. A copy of the initiatives occur throughout the year.

CEO position description is available on Suncor’s web site.
In addition to the Board’s ongoing stewardship over
Suncor’s strategy, a Board meeting principally devoted to
The following is a description of some key duties of the
Board as set out in the Terms of Reference. For more strategy is held annually. The Governance Committee
works with management to design this annual strategy
information, please refer to the ‘‘Board Committees’’
section on page 6 of this Schedule, the Terms of Reference meeting, and following the meeting, assesses its
effectiveness.
set out in Schedule F attached to this Circular and the
mandates of the Board committees, available on Suncor’s The Board’s responsibilities also include ensuring Suncor has

web site.
an effective strategic planning process. The Governance
Committee assists the Board by annually assessing Suncor’s
Ethics. The Terms of Reference explicitly recognize that the
planning and budgeting processes. The Board annually
Board, through the CEO, sets Suncor’s standards of reviews and approves Suncor’s capital budget and the
conduct, including Suncor’s general moral and ethical tone
strategies reflected in Suncor’s strategic plan.
and standards for compliance with applicable laws. The
Terms of Reference also state that the board must be Risk Oversight. The Board oversees Suncor’s Enterprise

satisfied that the CEO is creating and fostering a culture of Risk Management Program (the ‘‘ERM Program’’). In
integrity within Suncor. The CEO’s position description accordance with the ERM Program, senior management,

includes accountability for setting a high ethical tone for including the CEO, undertakes an entity-wide process to
the organization as a whole and fostering a culture of identify, classify, assess and report on the significant risks to

integrity throughout the organization. The Board plays an Suncor’s business and management’s strategies to
active role in ensuring a high standard of corporate ethics address risk.

and integrity through its oversight of Suncor’s standards of One of the major responsibilities of the Board is to exercise
business conduct code (the ‘‘Code’’) and compliance
oversight over the principal risks of Suncor’s business, and
program (see ‘‘Ethical Business Conduct’’ on page 9 of this ensure there are systems in place to effectively identify,
Schedule), and through its assessment and evaluation of
monitor and manage them, and to mitigate their impact. A
the performance of the CEO.
principal risk is generally considered to be an exposure that

has the potential to materially impact Suncor’s ability to
meet or support its strategic objectives.

SUNCOR HAS ADOPTED TOOLS, INCLUDING AN ENTERPRISE
RISK MANAGEMENT SYSTEM, OPERATIONAL EXCELLENCE
MANAGEMENT SYSTEM AND TRADING RISK MANAGEMENT POLICY, TO IDENTIFY AND MANAGE RISK.

C-3 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014