Page 86 - MIC 2014 - English

CORPORATE GOVERNANCE SUMMARY

mandated to assist the Board in this regard, by ensuring visit Suncor’s facilities (see ‘‘Orientation and Continuing

that appropriate executive succession planning and Education’’ on page 8 of this Schedule).
performance evaluation programs and processes (including
The HR&CC assists the Board in monitoring the
development and career planning) are in place and performance of the CEO by conducting an annual review
operating effectively for executives. The HR&CC also
of the CEO’s performance against predetermined goals and
reviews significant changes to the organization’s structure criteria (including the goal of succession planning) and
as they arise, and their impact on executive roles.
reporting to the Board as well as recommending to the
Board the total annual compensation of the CEO

‘‘Effective succession planning (see ‘‘Compensation Discussion and Analysis’’ beginning on
page 26 of this Circular). The HR&CC also reviews with the

has long been a focus of the CEO the performance of his direct reports and
recommendations for their total compensation.
Board. The HR&CC reviews the

succession planning process and Communication/Disclosure Policy and Stakeholder
Feedback. Suncor has a disclosure policy called

results for executive ‘‘Communications to the Public’’ that establishes guidelines
and standards for Suncor’s communications with
management annually.’’
shareholders, investment analysts, other stakeholders and
the public generally. This policy includes measures to avoid
selective disclosure of material information, identifies

The HR&CC undertakes an annual review of the succession designated Suncor spokespersons and establishes internal
review processes for key public communications. The Code
planning process and results for executive management
and reports to the Board on these matters. As part of this (see ‘‘Ethical Business Conduct’’ on page 9 of this
Schedule) addresses Suncor’s obligations for continuous
annual process, the CEO, supported by the Senior Vice
President, Human Resources, reviews candidates for the and timely disclosure of material information and sets
standards requiring directors, officers, employees and
CEO and other executive management positions with the
HR&CC. In its July 2013 meeting, the HR&CC reviewed contractors trading in Suncor shares and other securities to
comply with applicable law.
Suncor’s succession planning process and its succession
plans for Suncor’s executive management team, and Suncor has disclosure controls and procedures designed to

subsequently reported to the Board that they found that ensure that material information relating to Suncor is made
management has a strong process in place for identifying known to our CEO and Chief Financial Officer (‘‘CFO’’).

high potential employees, and the creation of development Suncor has a Disclosure Committee, chaired by the Vice
plans to prepare such individuals for higher level jobs.
President and Controller, and has designed and

The Board also reviews Suncor’s processes for successors implemented due diligence procedures to support the
financial reporting process and the certification of our
for its vice presidents, employees who directly report to its
vice presidents and managers. Successors are identified financial reports by the CEO and CFO.

using a formalized and consistent process which rigorously Suncor interprets its operations for its shareholders and
assesses leadership potential across Suncor, using specific other stakeholders through a variety of channels, including
and clear criteria, including employees’ performance,
its periodic financial reports, securities filings, news
aspirations, engagement, agility, experience and releases, sustainability report, webcasts, external web site,
capabilities. To support the development of future leaders,
briefing sessions and group meetings. Suncor encourages
Suncor offers employees multi-day experiences focused on and seeks stakeholder feedback through various channels
leadership skills and managing resources to support
including corporate communications and investor relations
leadership competence as a core organizational capability.
programs and through participation in the regulatory

The Board encourages the CEO to expose the Board to process. The Board, either directly or through the activities
Suncor’s executives and high potential employees, both for of a designated Board committee, reviews and approves all

succession planning and career development and to quarterly and annual financial statements and related
provide the Board with a broader perspective and context management’s discussion and analysis (‘‘MD&A’’), the

on issues relevant to Suncor. Directors are provided with management proxy circular, the annual information
opportunities to meet with Suncor employees through form/Form 40-F and press releases containing significant

attendance at events hosted by Suncor, such as Suncor’s new financial information, among other items.
President’s Operational Excellence Awards, or when they
The Board of Directors is specifically mandated to ensure
systems are in place for communication with Suncor’s

C-5 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014