Page 88 - MIC 2014 - English

CORPORATE GOVERNANCE SUMMARY

Governance Committee. The Governance Committee external audit process, oil and natural gas reserves

assists the Board in two main areas: corporate governance; reporting, financial reporting and public communication,
and corporate strategy. In its governance role, the risk management, security and certain other key financial

Governance Committee is mandated to determine Suncor’s matters. The Audit Committee also assists the Board in
overall approach to governance issues and key corporate matters relating to Suncor’s internal controls and the

governance principles.
Internal Audit function (see ‘‘Internal Controls’’, under the
heading ‘‘Terms of Reference’’ on page 6 of this Schedule).

The Audit Committee plays a key role in relation to
‘‘The Governance Committee
Suncor’s external auditors. It initiates and approves their
closely monitors emerging best engagement (including fees) or termination, subject to

shareholder approval, and monitors and reviews their
practices in governance.’’
independence, effectiveness, performance and quality

control processes and procedures.

The Audit Committee reviews and approves, with
In doing so, it closely monitors emerging best practices in management and external auditors, significant financial
governance. In addition, the Corporate Secretary, or her
reporting issues, the conduct and results of the annual
delegate, attends seminars, conferences and meetings on audit and significant finance, accounting and disclosure
governance and updates the committee on developing policies and other financial matters. The Audit Committee

trends and practices. In 2013, workshops hosted by the also plays a key role in financial reporting, by reviewing
Canadian Society of Corporate Secretaries and Canadian Suncor’s core disclosure documents, being its annual and

legal firms were attended. In addition, Suncor participates interim financial statements, MD&A, annual information
in a group comprised of corporate secretaries from large form and Form 40-F. The committee approves interim

issuers in which members consult with one another and financial statements and interim MD&A and makes
share ideas about governance issues. Suncor also reviews recommendations to the Board with respect to approval of

recommendations of governance and shareholder advisory the annual disclosure documents.
organizations and participates in benchmarking studies
The Audit Committee plays a key oversight role in the
undertaken by such organizations to assess its governance evaluation and reporting of Suncor’s oil and natural gas
practices in relation to those of other issuers in a wide
reserves. This includes review of Suncor’s procedures
range of geographies and industries. The Corporation’s relating to reporting and disclosure, as well as those for
legal function also monitors changes in law, administrative
providing information to Suncor’s independent reserves
policy and stock exchange requirements relating to evaluators. The Audit Committee approves the
governance, and provides updates to the Governance
appointment and terms of engagement (including fees) of
Committee. The committee also reviews matters pertaining the reserves evaluators, including their qualifications and
to Suncor’s values, beliefs and standards of ethical conduct
and Suncor’s corporate reputation and assists the Board in independence and any changes in their appointment.
Suncor’s reserves data and report of the reserves evaluator
its strategy role (see ‘‘Ethics’’ and ‘‘Strategic Planning’’,
under the heading ‘‘Terms of Reference’’ on page 3 of
are annually reviewed by the Audit Committee prior to
approval by the full Board of Directors.
this Schedule).
The Audit Committee reviews Suncor’s policies and
The Governance Committee reviews and reports to the
Board on directors’ compensation issues. The Governance practices with respect to cash management, financial
derivatives, financing, credit, insurance, taxation,
Committee has developed, in consultation with the HR&CC
and outside advisors, guidelines for director compensation commodities trading and related matters. It also reviews
the assets, financial performance, and funding and
based on, among other factors, directors’ roles and
responsibilities and an analysis of the competitive position investment strategies of Suncor’s registered pension plan.
The Audit Committee oversees generally the Board’s risk
of Suncor’s director compensation program. The
Governance Committee annually reviews the management governance model (see ‘‘Risk Oversight’’,
under the heading ‘‘Terms of Reference’’ on page 3 of this
competitiveness and form of Board compensation and
makes recommendations to the full Board on Board Schedule) and also monitors Suncor’s business conduct
code compliance program (see ‘‘Ethical Business Conduct’’
compensation and share ownership guidelines for directors.
The Board sets director compensation based upon on page 9 of this Schedule).

recommendations from this committee.
Members of the Audit Committee are required to be
financially literate. All of Suncor’s directors, including all
Audit Committee. The Audit Committee assists the Board
members of the Audit Committee, are considered
in matters relating to Suncor’s external auditors and the
financially literate. In addition, at least one member of the

C-7 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014