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shareholders and other stakeholders and that these systems Expectations and Responsibilities of Directors. The 

are appropriately resourced. Suncor currently maintains a Terms of Reference, supplemented by a Board approved 
toll-free phone number as well as email and regular mail accountability statement for directors (the ‘‘Accountability 

addresses for stakeholder feedback and questions. In Statement’’), which is available on Suncor’s web site, 
addition, Suncor encourages shareholders to attend identifies the key expectations placed on Board members. 

Suncor’s annual meeting. The annual meeting provides a Directors are expected to review meeting materials in 
valuable opportunity to hear directly from Suncor’s advance of meetings. Board meeting dates are established 

management about the results of Suncor’s business and well in advance and directors are expected to be prepared 
operations, as well as its strategic plans. Members of the for and attend all meetings absent extenuating 

Board are in attendance at annual meetings and the circumstances. Directors’ attendance records for meetings 
chairman of the Board and the chair of each Board held in 2013 are set out on page 11 of this Schedule.

committee are available to answer questions as Directors must devote sufficient time, effort and energy to 
appropriate. As well, Suncor hosted its first Investor Day in 
their role as a Suncor director to effectively discharge their 
Calgary on December 4, 2013, at which members of duties to Suncor and the Board. Pursuant to the Terms of 
Suncor’s executive team provided an update on Suncor’s 
operations, performance and outlook. To accommodate a Reference, Audit Committee members must not be 
members of the audit committees of more than two other 
broad audience, the presentation was also webcast.
public companies, unless the Board determines that 

The Board recognizes that it is also important for the Board simultaneous service on a greater number of audit 
to communicate with shareholders, including organizations committees would not impair the member’s ability to 

that represent or advise shareholders (collectively, effectively serve on Suncor’s Audit Committee.
‘‘Interested Parties’’) on matters of governance, and to that 
Internal Controls. The Board of Directors is specifically 
end, has adopted a Board of Directors’ Shareholder 
Communication and Engagement Policy (the ‘‘Engagement mandated to ensure processes are in place to monitor and 
maintain the integrity of Suncor’s internal controls and 
Policy’’). In accordance with the Engagement Policy, 
Interested Parties may communicate to the Board in writing management information systems. The Audit Committee 
assists the Board in this regard and monitors the 
to express their views on matters that are important to 
them, by addressing their correspondence to the Board in effectiveness and integrity of Suncor’s financial reporting, 
management information, internal controls and Suncor’s 
care of the Corporate Secretary at the address on the back 
page of this Circular, or via email at: info@suncor.com, Internal Audit function (excluding operations integrity audit 
matters, which are specifically within the mandate of the 
subject line: Attention: [Chairman of the Board / Chair of 
[Insert Board Committee Name]] c/o Corporate Secretary. EHS&SD Committee(2)).

The Board has determined that questions or concerns 
related to the Board and senior management succession The Audit Committee exercises general oversight over the 
Internal Audit function by reviewing the plans, activities, 
process, executive and Board compensation, Board level 
corporate governance and other matters that are within organizational structure, qualifications and performance of 
the Internal Auditors. The appointment or termination of 
the scope of the Board’s supervisory and oversight duties, 
as set out in its Terms of Reference, may appropriately be the general manager in charge of Internal Audit is 
reviewed and approved by the Audit Committee. This 
addressed to, and by, the Board. In addition, the 
Engagement Policy recognizes that in certain circumstances officer has a direct reporting relationship with the 
committee and meets with it, in the absence of other 
it may be appropriate for Board members, generally 
through the chairman of the Board or the chair of a members of management, at least quarterly. The Audit 
Committee also reviews and recommends appointees to 
committee, to meet with an Interested Party, and sets out 
criteria to be considered if the Board receives a meeting the office of the CFO.

request and terms applicable to the conduct of any
such meeting.
Board Committees

In addition to the responsibilities described elsewhere in 
this Schedule, the following provides a brief summary of 
‘‘The Board has adopted a 
the key functions, roles and responsibilities of Suncor’s 
Board committees. The complete text of the mandate of 
shareholder communication 
each Board committee is available on Suncor’s web site.
and engagement policy.’’




(2) References throughout this Schedule to ‘‘Internal Audit’’ in relation to the Audit Committee do not include the operations integrity audit department. 



SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 C-6



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