Page 86 - MIC 2014 - English
P. 86





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



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