Page 88 - MIC 2014 - English
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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



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