Page 97 - MIC 2014 - English

SCHEDULE D: POSITION DESCRIPTION FOR INDEPENDENT BOARD CHAIR

The following principles shape the position description and The accountabilities of the Chairman include:
duties for the Chairman of the Board of Directors of
Shareholder Meetings
Suncor Energy Inc.:
• Subject to the by-laws, chair all shareholder meetings.
1. The Board’s overarching duty is to supervise the
management of Suncor’s business and affairs.
• Review and approve minutes of all shareholder
meetings.
2. Suncor is committed to establishing and maintaining a

well developed governance process involving the Board, Manage the Board
Board committees and management.
• Subject to the by-laws, chair all Board meetings.
3. Active involvement and substantive debate are
• Provide leadership to the Board.
encouraged.
• In conjunction with the Governance Committee, ensure
4. The Board supports the separation of the role of
Chairman from the role of Chief Executive that processes to govern the Board’s work are effective
to enable the Board to exercise oversight and due
Officer (CEO).
diligence in the fulfillment of its mandate.
5. The Board is involved in strategic policy issues.
• Identify guidelines for the conduct and performance of
6. The Board will strive to be the best.
directors.

• Manage director performance.
With the foregoing in mind, the framework for Board
Chairman will be:
• With the assistance of the corporate secretary and

• The Chairman of the Board is the chief officer of the CEO, oversee the management of Board administrative
activities (meeting schedules, agendas, information flow
Board, appointed annually by the Board with
remuneration as determined by the Board. The and documentation).

Chairman is not an employee or officer of the • Facilitate communication among directors.
Corporation and will be independent of management.
• Attend committee meetings as deemed appropriate.
The Chairman will foster and promote the integrity of
the Board and a culture where the Board works • Review and approve minutes of all Board meetings
prior to presentation to the Board for approval.
harmoniously for the long-term benefit of the
Corporation and its shareholders.
Develop a More Effective Board
• The Chairman will preside at meetings of the Board
• Working with the Governance Committee, plan Board
and at meetings of the shareholders of the
Corporation, as provided for in the by-laws of the and Board committee composition, recruit directors,
and plan for director succession.
Corporation.
• Working with the Governance Committee, participate
• The Chairman, by standing invitation, is considered an
ex-officio of the Board’s Standing Committees of which in the Board effectiveness evaluation process and meet
with individual directors to provide constructive
he is not a listed member.
feedback and advice.
• The Chairman will be kept well informed on the major
affairs and operations of the Corporation, on the • Review any change in circumstance of individual
directors and determine whether directors’ other
economic and political environment in which it
operates and will maintain regular contact with the commitments conflict with their duties as directors of
Suncor; review requests from the CEO to sit on the
CEO and other senior executive officers of the
Corporation.
Board of Directors of outside business organizations.

• Review and approve requests from directors under the
Board’s Directors Continuing Education Policy.

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 D-1