Page 94 - MIC 2014 - English

CORPORATE GOVERNANCE SUMMARY

The above inventory is assessed as required to identify any policies, the Governance Committee is required to maintain

capabilities, competencies, skills and qualities desired to be and update as needed, a list of potential Board candidates
added to the Board in light of the Board’s current needs for planned and unplanned vacancies through the form of

and priorities. The Governance Committee uses this an ever-green list.
assessment as a basis for selection criteria describing the

skills, experiences, qualifications, diversity (gender, ethnicity,
age, business experience, professional expertise, personal ‘‘An ever-green list of potential

skills, stakeholder perspectives and geographic background) board candidates is maintained
and personal qualities desired in potential new Board

members. The Governance Committee identifies candidates and updated as needed.’’
from a number of sources, including executive search firms,

or referrals from existing directors. When a vacancy occurs
or is pending, the Governance Committee identifies a short
Throughout the process, the Governance Committee
list of potential candidates to pursue further, considering, provides updates to the Board and solicits input on
in addition to the factors listed above, whether the
candidates can devote sufficient time and resources to his candidates. Candidates are interviewed by members of the
committee and other directors as deemed appropriate. The
or her duties as a Board member. The Governance
Committee is required to retain an executive search firm or Governance Committee ultimately provides its
recommendation on Board candidates to the full Board of
other third party expert to assist in completing reference
and background checks on Board candidates. The Directors, which candidates may be appointed by the Board
to hold office for a term expiring not later than the close
Governance Committee may also engage these firms and
experts to assist in carrying out any of its duties required to of the next annual meeting of shareholders.

be carried out in relation to recruitment. Pursuant to Board

Retirement

EXECUTIVE DIRECTORS ARE REQUIRED TO LEAVE THE BOARD UPON THEIR RETIREMENT FROM SUNCOR. ALL OTHER
DIRECTORS, ABSENT EXCEPTIONAL CIRCUMSTANCES, MUST RETIRE AT THE SHAREHOLDER MEETING FOLLOWING HIS OR

HER 72 ND BIRTHDAY.

The Board has adopted a Retirement and Change of experience, experience as a board chair or CEO and related
Circumstance Policy. The policy provides that all directors, board experience, sufficient time to devote to the role, to

other than management directors, must retire from the be free of conflicts and independent of management. Each
Board upon completion of their term of office at the of the current directors was interviewed during this process

annual meeting of shareholders following their
to gather their views and receive their input.
72 nd birthday. The Governance Committee, in consultation
The special committee will provide its recommendations to
with the chairman of the Board, has the authority under the Governance Committee, which consists entirely of
exceptional circumstances to recommend extension of the
independent directors. Based on the work of the special
term of a Board member if the retirement of such director committee and its recommendations, the Governance
would not be in the best interests of Board continuity and
Committee will recommend to the Board a successor for
effectiveness. Any such extension must be granted by the the position of Board chair. The new Board chair will be
Board on the recommendation of the Governance
selected and announced prior to Mr. Ferguson’s retirement.
Committee. The CEO and other management directors are
required to leave the Board upon their resignation or
Assessment of Directors
retirement as an employee from Suncor.
Suncor’s Board Effectiveness Policy establishes an annual
In accordance with the policy, Mr. Ferguson, the chairman process (the ‘‘Evaluation Process’’) whereby directors are
of the Board, will retire on April 29, 2014 at the annual
provided with an opportunity to evaluate the effectiveness
general meeting. A special committee of the Board was of the Board, its committees, the chairman of the Board,
struck in 2011 to identify and lead a process to
committee chairs and Board members and to identify areas
recommend candidates for the chair position. The initial where effectiveness can be improved or enhanced. The
criteria for chair selection included the ability to serve on
Evaluation Process carried out in 2013 showed that all
the Board for a significant term, energy industry

C-13 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014