Page 96 - MIC 2014 - English

CORPORATE GOVERNANCE SUMMARY

• Independence Standards. The Board of Directors is not required to adopt, the director independence

responsible for determining whether or not each standards contained in Section 303A.02 of the NYSE’s
director is independent. In making this determination, Listed Company Manual, including with respect to its

the Board has adopted the definition of audit committee and compensation committee. The
‘‘independence’’ as set forth in Canadian Requirements Board has not adopted, nor is it required to adopt,

(specifically National Instrument 52-110 – Audit procedures to implement Section 303A.05(c)(iv) of the
Committees) and SEC Requirements (specifically
NYSE’s Listed Company Manual in respect of

Rule 10A-3 under the U.S. Securities Exchange Act of compensation committee advisor independence.
1934, as amended). The Board has not adopted, and is

C-15 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014