Page 95 - MIC 2014 - English

directors and committees, and the full Board of directors, to track any follow-up to effect the recommendations. The

effectively fulfilled their responsibilities.
chair of the Governance Committee reports to the full
Board on the survey results, recommendations and action

items at the first meeting of the Board in each calendar
‘‘The Board has established an year and reports on the progress in completing those

annual review process for the recommendations throughout the year. All materials
distributed to the Governance Committee, including the

Board, its Committees, the consolidated report and recommendations, are made
available for review by all directors.
Chairman, the Chair of each

Committee and its members.’’
Peer Review

The results of the Peer Survey are tabulated and

consolidated by the Corporate Secretary and a summary
The Evaluation Process involves the solicitation of input report is circulated to the chair of the Governance

from individual directors through an annual on-line survey Committee and chairman of the Board. Individual directors
presented in two parts: (i) the Suncor Energy Board, receive their personal results.

Chairman of the Board and Committee Effectiveness The chairman of the Board sets up one-on-one meetings
Evaluation Form (the ‘‘Board Effectiveness Survey’’), which
with each director to discuss his or her peer review results
explores the directors’ views and solicits feedbacks on how and to receive the directors’ input on governance, risk and
well he or she believes the Board and its committees,
strategy. The chairman of the Board discusses his own peer
including its chairs, are performing; and (ii) the Director review results with the chair of the Governance
Peer Feedback Survey (the ‘‘Peer Survey’’), which explores
Committee. The one-on-one meetings are completed prior
the directors’ views and solicits feedback on their to the first Board and committee meetings held in each
assessment of other directors’ performance, including their calendar year. This allows any input provided during the

contributions and participation in Board discussions and peer review on governance, risk and strategy, to be
debate, accountability, knowledge, experience, incorporated in the action plans arising from the Evaluation

demonstration of high ethical standards and Process. Once the peer review meetings are completed, the
communication and persuasion skills.
chairman of the Board prepares a summary of key items

The Evaluation Process includes open-ended questions to arising from these discussions which are discussed in
camera at the Governance Committee and at the meeting
allow directors to elaborate on their responses and to
suggest improvements. The Board Effectiveness Survey asks of the full Board.

each director whether he or she believes the Board and
each of its committees are functioning as they should in Compliance with NYSE Standards

accordance with their mandates. Consideration of the Suncor’s corporate governance practices meet or exceed all
appropriateness of the Board’s size is also addressed and applicable Canadian Requirements and SEC Requirements.

the size of the Board was confirmed to be appropriate by Except as disclosed below, Suncor’s corporate governance
the directors in 2013. Information obtained from the practices are in compliance with NYSE Standards in all

answers to these questions assists the Board in determining significant respects.
whether any of the Board or committee mandates or Board
• Approval of Equity Compensation Plans. Suncor is
processes or policies should be revised.
not required to and does not comply with

Section 303A.08 of the NYSE Listed Company Manual
Board Effectiveness Review
which requires shareholder approval of all equity

Confidential responses are tabulated and analyzed by the compensation plans and any material revisions thereto,
Corporate Secretary and presented in a report which is regardless of whether the securities to be delivered

circulated to the chair of the Governance Committee and under such plans are newly issued or purchased on the
chairman of the Board, who then work with the Corporate open market. The TSX rules, applicable to Suncor, only

Secretary to summarize key items and recommendations require shareholder approval for certain of Suncor’s
for enhancing or strengthening effectiveness (including any equity compensation plans in accordance with a

recommendations arising from the one-on-one meetings specific amendment provision, as approved by
described under ‘‘Peer Review’’ below). The shareholders at the 2007 annual and special meeting

recommendations are tabled, discussed and finalized at the and by the TSX. See ‘‘Summary of Incentive Plans’’ on
first Governance Committee meeting in each calendar year page 67 of this Circular.

and timelines and action items are assigned at the meeting

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 C-14