Page 85 - MIC 2014 - English

The ERM Program process and the principal risks are insurance and trading activities. In this role, the Audit

reviewed by the Board in its semi-annual principal risk Committee oversees Suncor’s Trading Risk Management
review. The governance of the ERM Program is reviewed by Policy (the ‘‘Trading Policy’’), which addresses commodity

the Audit Committee annually. The Audit Committee trading risk. The Trading Policy requires all such activities to
ensures each principal risk is mapped to a Board committee occur in the group responsible for trading, so that trading

or the full Board as appropriate, for oversight. The Audit risks can be properly monitored, controlled and reported.
Committee also reviews and approves the appointment of The Board has set the tradable commodities, trading term

the general manager of Suncor’s Internal Audit and limits, value-at-risk limits and stop-loss limits under the
Enterprise Risk Management functions, who reports directly Trading Policy, and any changes to the foregoing require

to the Audit Committee regarding Enterprise Risk Board approval. The Board reviews and monitors Suncor’s
Management matters.
compliance with the Trading Policy through the Audit

Members of the Board question management at Board and Committee, which receives a quarterly report that
summarizes Suncor’s trading activities and provides an
committee meetings, as well as throughout the year, to
ensure that risks are appropriately identified, evaluated, assessment of Suncor’s financial exposure risk from these
activities.
monitored and mitigated. The high level of engagement of
Board members, as well as their extensive experience, Another committee playing a significant risk oversight role
contributes to the effectiveness of the Board’s risk is the EHS&SD Committee. The EHS&SD Committee assists

oversight, and contributes to the Board’s understanding of the Board in matters pertaining to the integrity of Suncor’s
the interrelationship of risks and any pre-existing conditions physical assets, by monitoring the adequacy of Suncor’s

or vulnerabilities that could have a compounding impact internal controls as they relate to operational risks of its
on Suncor.
physical assets and matters of environment, health, safety

For a detailed explanation of the risks applicable to Suncor and sustainable development. In fulfilling this role, the
EHS&SD Committee reviews evaluations of internal controls
and its businesses, see ‘‘Risk Factors’’ in Suncor’s Annual
Information Form dated February 28, 2014, filed at by the Operations Integrity Audit function as well as
progress reports on the implementation of OEMS by
www.sedar.com.
Suncor, and reports to the Board on these matters. In
addition, the EHS&SD Committee reviews and approves the

‘‘The Board undertakes an appointment or termination of the Head of Operations
Integrity Audit, the engagement (including the audit scope,

annual principal risk review approach, performance and fees) or termination of the
external operations integrity auditors and organizational
and monitors risk and in-place
structure of the Operations Integrity Audit function. The
management of risk EHS&SD Committee also reviews the Operations Integrity

Audit charter and its annual audit plans and activities.
throughout the year.’’
The HR&CC assists the Board by ensuring executive
compensation related reputational risks are understood and

considered, and by reviewing compensation programs to
In its risk oversight role, the Board oversees the ensure they do not encourage excessive or inappropriate
implementation by management of Suncor’s Operational
risk taking. The HR&CC also reviews and approves any
Excellence Management System (‘‘OEMS’’), which is an material incentive plans and amendments to existing
overarching framework for Suncor to manage all aspects of
incentive plans to, amongst other things, examine their risk
operational risk. OEMS consists of a series of elements, implications. The Governance Committee assists the Board
with corresponding implementation guidelines, that
by reviewing and assessing reputational risk to Suncor’s
organize and link into one platform all key standards, business, as well as emerging risk areas that do not fall
systems and processes required to manage operational risks
under the mandate of another Board committee. The
and environmental impacts, and deliver safe, reliable Governance Committee also conducts an annual review of
operations.
the Code, to ensure it continues to reflect Suncor’s
The committees of the Board play a significant risk commitment to ethics and integrity, and addresses all

oversight role with respect to specific risks. The Audit related legal requirements and best practices.
Committee reviews significant physical security
Succession Planning and Monitoring/Evaluating
management, IT security or business recovery risks and
strategies to address such risks. In addition, the Audit Senior Management. The Board ensures the continuity of
Committee reviews financial risk management issues, executive management by appointing a CEO and

programs and policies, including cash management,
overseeing succession planning. The HR&CC is specifically

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 C-4