Page 90 - MIC 2014 - English

CORPORATE GOVERNANCE SUMMARY

The Governance Committee oversees the Board’s strategic The Board’s Director Continuing Education Policy also

education program. In conjunction with Board meetings, encourages directors to enroll in courses and programs that
management presents focused information to directors on enhance and supplement their knowledge and skills in

topics pertinent to Suncor’s business, including the impact areas relevant to their role on the Board with the approval
of significant new laws or changes to existing laws and of the chairman of the Board or chair of the Governance

opportunities presented by new technologies. In an annual Committee. Through this program, Suncor’s directors have
survey, directors are asked to suggest topics of interest for taken courses in such diverse topics as reserves evaluation,

future information sessions and topics are chosen annually financial accounting and corporate governance, including
for speakers and / or presentations from internal or the programs attended in 2013 by Messrs. Haseldonckx

external sources.
and Huff noted in the table below.

During 2013, the Board, its committees and individual directors participated in presentations and received educational
information on a variety of topics, including those set out in the table below.

Date Topic
Presented/Hosted By Attended By

February 4, 2013 Suncor’s view of world energy Senior Vice President, Supply All directors
market trends
Trading & Corporate Development

and Director, New Ventures LNG
.......................................................................................................................................................................................................................................................

February 5, 2013 Upcoming opportunities for Consultant (External) All directors
Suncor
.......................................................................................................................................................................................................................................................
February 26, 2013 Enhancing Audit Effectiveness: Institute of Corporate Directors Paul Haseldonckx
Role of the Audit Committee (with Canadian Public

Accountability Board and
Canadian Institute of Chartered
Accountants)
.......................................................................................................................................................................................................................................................
November 4, 2013 Investment Strategies and The Wharton School, John Huff

Portfolio Management University of Pennsylvania
.......................................................................................................................................................................................................................................................
November 18, 2013
Tour of Suncor’s Montre´al Management and employees
All directors
Refinery, including meetings with
executives and employees during

the tour and detailed briefings on
the refinery business and Suncor’s

Eastern Canada business evolution

Ethical Business Conduct
understands the requirements of the Code and provide

Sound, ethical business practices are fundamental to confirmation of his or her compliance with the Code
during the preceding year. The summary provided includes
Suncor’s business. The Code, which applies to Suncor’s
directors, officers, employees and contract workers, a message from the President and CEO, emphasizing
Suncor’s values and making it clear that all representatives
requires strict compliance with legal requirements and sets
Suncor’s standards for the ethical conduct of our business. of Suncor are expected to conduct daily business in a safe,
fair, honest, respectful and ethical manner.
Topics addressed in the Code include competition, conflicts
of interest and the protection and proper use of corporate

assets and opportunities, confidentiality, disclosure of
material information, trading in shares and securities, ‘‘Suncor has adopted a business

communications to the public, improper payments, conduct code, supported by
harassment, fair dealing in trade relations and accounting,
detailed guidance and
reporting and business control. The Code is supported by
detailed policy guidance and standards and a Code standards and a code

compliance program, under which every Suncor director,
officer, employee and contract worker is required annually compliance program.’’

to read a summary of the Code and affirm that he or she
has reviewed the summary, affirm that he or she

C-9 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014