Page 89 - MIC 2014 - English

Audit Committee must be determined by the Board to be The EHS&SD Committee also assists the Board in matters

an ‘‘audit committee financial expert’’. The Board has pertaining to the integrity of Suncor’s physical assets, by
determined Messrs. O’Brien and D’Alessandro, members of monitoring the adequacy of Suncor’s internal controls as

the Audit Committee and independent directors, to be they relate to operational risks of its physical assets and
such experts. The criteria for assessing the financial literacy matters of environment, health, safety and sustainable

of directors, and whether they qualify as an ‘‘audit development (see ‘‘Risk Oversight’’, under the heading
committee financial expert’’, are set out in the Terms of ‘‘Terms of Reference’’ on page 3 of this Schedule).

Reference in Schedule F attached to this Circular.
Human Resources and Compensation Committee. The
For additional information about Suncor’s Audit HR&CC assists the Board by annually reviewing the
Committee, including the Audit Committee Mandate and
performance of the CEO and recommending his total
Pre-approval Policies and Procedures, see ‘‘Audit Committee compensation to the full Board. The corporate objectives
Information’’ in Suncor’s Annual Information Form dated
for which the CEO is responsible include a combination of
February 28, 2014, filed at www.sedar.com.
corporate goals and personal goals, set annually by the

Environment, Health, Safety and Sustainable Board of Directors in consultation with the HR&CC and the
chairman of the Board. The HR&CC annually reviews the
Development Committee. The EHS&SD Committee
reviews the effectiveness with which Suncor meets its CEO’s performance against these objectives and against the
key accountabilities of his position, as set out in the CEO’s
obligations and achieves its objectives pertaining to the position description. The HR&CC reports its assessment to
environment, health, safety and sustainable development.
This includes the effectiveness with which management the full Board which ultimately approves CEO
compensation.
establishes and maintains appropriate EHS&SD policies. The
EHS&SD Committee also monitors management’s The HR&CC also reviews annually the CEO’s evaluation of

performance and emerging trends and issues in these the other senior executives within the organization and his
areas. In fulfilling its role, the EHS&SD Committee reviews recommendation for their total compensation. No member

quarterly, annual and other management stewardship of the HR&CC is currently a chief executive officer of any
reports as well as the findings of significant external and other public issuer.

internal environmental, health and safety investigations, For more information about the HR&CC and the process
assessments, reviews and audits. Suncor’s periodic
and criteria for determining the CEO’s total compensation,
sustainability report, a detailed public disclosure document see ‘‘Compensation Discussion and Analysis’’ on page 26 of
that includes reporting on Suncor’s EHS&SD progress, plans
this Circular. See also ‘‘Succession Planning and
and performance objectives, is also reviewed by the Monitoring/Evaluating Senior Management’’, under the
EHS&SD Committee.
heading ‘‘Terms of Reference’’ on page 4 of this Schedule.

Orientation and Continuing Education

AT LEAST ONCE ANNUALLY, THE BOARD MEETS AT A SUNCOR LOCATION OUTSIDE OF CALGARY SO THAT DIRECTORS

CAN LEARN ABOUT SUNCOR’S OPERATIONS AND COMMUNITIES IN WHICH THEY ARE CARRIED OUT. THE BOARD HAS A
STRATEGIC EDUCATION PROGRAM AND CONTINUING EDUCATION POLICY IN PLACE, BOTH OF WHICH WERE

EFFECTIVELY UTILIZED IN 2013.

Each new member of the Board participates in a formal Board. The handbook is continuously updated and is

orientation program. The orientation program includes available for viewing by directors through the secure
in-person meetings with senior management on key legal, directors’ portal.

environmental, business, financial and operational topics Presentations and tours at the sites of Suncor’s principal
central to Suncor’s business and operations and a tour at
the sites of some of Suncor’s principal operations. The operations are provided to directors on a periodic basis,
often in conjunction with Board meetings, for the purpose
orientation program also focuses on the role of the Board, of directly acquainting directors with Suncor’s operations
its committees and its directors and the nature and
and the communities in which they are located. The
operation of Suncor’s business.
presentations and tours also serve as opportunities for

A directors’ handbook, containing information about the directors to meet and familiarize themselves with senior
Board and Suncor, including Suncor’s core governance executives and high potential employees.

documents, is presented to each director upon joining the

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 C-8