Page 87 - MIC 2014 - English

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