Page 91 - MIC 2014 - English

The Board exercises stewardship over the Code in several If the change involves a change in the director’s principal

respects. Suncor’s Internal Auditors audit the compliance occupation or an appointment as director, officer or trustee
program annually and the general manager of Internal of any for-profit or not-for-profit organization, the director

Audit, who has direct reporting relationships with the Audit must also notify the chairman of the Board, who will
Committee, reports on compliance to that committee.
determine whether the change would be inconsistent with

Moreover, at least once annually, the Code is reviewed and the director’s duties as a member of the Board. In
appropriate circumstances, the director’s resignation may
if appropriate, updated. Management reports to the
Governance Committee annually on this process and any be required.

changes are reviewed by the Governance Committee. Any The policy sets out clear procedures applicable in the event
waivers of Code requirements for Suncor’s executive conflicts arise. If a director is a party to, or has an interest

officers or members of the Board of Directors must be in any party to, a contract or transaction before the Board
approved by the Board of Directors or appropriate of Directors (regardless of the materiality of the contract or

committee thereof and disclosed. No such waivers were transaction), the director must immediately advise the
granted in 2013.
chairman of the Board or the particular committee chair.

Suncor encourages employees to raise ethical concerns The director’s conflict or potential conflict is recorded in the
minutes of the meeting and the director is required to
with Suncor management and Suncor’s legal, corporate absent himself or herself from the meeting for any material
security, human resources and Internal Audit departments,
without fear of retaliation. In addition, Suncor’s ‘‘Integrity discussions or deliberations concerning the subject matter
of the contract or transaction. The director is required to
Hotline’’ provides a means for Suncor employees to raise
issues of concern anonymously, with a third-party service abstain from voting on any resolution in respect of such
contract or transaction.
provider. The Integrity Hotline is available 24 hours a day,
seven days a week. Any issues of a serious nature are The Corporate Secretary ensures that directors do not

investigated by Suncor’s Internal Auditors or security staff. receive Board materials in situations where the subject
The Audit Committee receives regular updates on activities matter of those materials could involve an actual or

relating to the Integrity Hotline. Pursuant to the Code, the potential conflict of interest.
general manager of Internal Audit is charged with

responsibility for maintaining the Integrity Hotline and Board and Committee Meetings
ensuring that all alleged Code violations are investigated in
The chairman of the Board, in consultation with the
conjunction with legal counsel.
Corporate Secretary, has the responsibility of establishing a

Suncor provides additional specialized training for schedule for the meetings of the Board of Directors and its
employees for matters governed by the Code, where it is committees each year, which is approved by the Board.

determined such training would be beneficial. For example, Board and committee meeting dates are established
all employees directly involved with Suncor’s international sufficiently in advance where possible (at least one year

and offshore operations are required to attend focused and longer if practical) to minimize conflict with other
workshops, which address, among other items, compliance commitments on directors’ schedules. The Board holds at

with sanctions and anti-bribery and anti-corruption least five meetings per year, one of which is principally
legislation and best practices for operating in international devoted to strategy. If, during the course of the year,

jurisdictions where Suncor operates.
circumstances require Board or committee action or
consideration, additional meetings are called.
The Code is available on Suncor’s web site.
The chairman of the Board works with the CEO to

Conflicts of Interest
establish the agenda for each Board meeting. The chair of
each committee, in consultation with the committee
The Board has adopted a policy relating to directors’
conflicts of interest. Pursuant to this policy, directors are secretary, determines the agenda for each committee
meeting. Each Board member is free to suggest inclusion of
required to maintain with the Corporate Secretary a current
list of all other entities in which they have a material items on any Board or committee agenda. Whenever
feasible, important issues for decision are dealt with over
interest, or on which they serve as a director, trustee or in
a similar capacity. This list is made available to all directors the course of two meetings. The first meeting allows for a
thorough briefing and the second allows for the final
through the directors’ portal. Directors must immediately
advise the Corporate Secretary of any deletions, additions discussion and decision.

or other changes to any information in their declaration
of interest.

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 C-10