Page 99 - MIC 2014 - English

SCHEDULE E: DIRECTOR INDEPENDENCE POLICY AND CRITERIA

Background:
within the last three years, more than $75,000 in direct
compensation from Suncor, other than director and
Corporate governance guidelines provide that boards of
directors should have a majority of independent directors, committee fees and pension or other forms of deferred
compensation for prior service (provided such
and that the board chairman should be independent.
compensation is not contingent in any way on
The purpose of this independence policy and criteria is to continued service) and other than compensation
state the criteria by which the Board of Directors
received by any immediate family member for service as
(the ‘‘Board’’) of Suncor Energy Inc. (‘‘Suncor’’) determines an employee of Suncor (other than an executive
whether each of its directors is or is not independent.
officer).

Independence Policy:
• The director or an immediate family member is a
current partner of a firm that is Suncor’s internal or
Pursuant to the terms of reference for the Board, a
external auditor; a director is a current employee of
majority of the Board must be independent, and in such a firm; or a director’s immediate family member is
addition, the Audit, Governance, and Human Resources
a current employee of such a firm and participates in
and Compensation Committees, shall be comprised solely the firm’s audit, assurance or tax compliance (but not
of independent directors. The Governance Committee will
tax planning) practice; or a director or an immediate
conduct an annual review of the status of each director family member who was within the last three years
and director nominee in light of the following criteria for
(but is no longer) a partner or employee of such a firm
independence, and will recommend to the Board in order and personally worked on Suncor’s audit within that
that the Board may affirmatively determine the status of
time. For the purposes of this point ONLY, ‘‘immediate
each such individual. In making independence family member’’ means a spouse, minor child or
determinations, the Board shall consider all relevant facts
stepchild, adult child or stepchild sharing a home with
and circumstances. Material relationships can include the director.
commercial, industrial, banking, consulting, legal,
• The director or any immediate family member is or has
accounting, charitable and familial relationships. The key
concern when assessing independence is independence been within the last three years employed, as an
executive officer of another corporation where any of
from management.
Suncor’s current executive officers at the same time

serve on that corporation’s compensation committee.
Independence Criteria:
• The director is a current employee, or an immediate
A director of Suncor will be considered independent only if family member is a current executive officer, of a
the Board has affirmatively determined that the director
corporation that has made payments to, or received
has no material relationship with Suncor, either directly or payments from, Suncor, for property or services in an
as a partner, shareholder or officer of an organization that
amount which, in any of the last three fiscal years,
has a material relationship with Suncor. A ‘‘material exceeds the greater of $1 million, or 2% of such other
relationship’’ is one which could, in the view of the Board,
corporation’s consolidated gross revenues.
be reasonably expected to interfere with the exercise of the
director’s independent judgment (CSA National
• Contributions to tax exempt organizations shall not be
Instrument 52-110).
considered ‘‘payments’’ for the purposes of these rules,

Notwithstanding the foregoing, a director will NOT be provided that Suncor shall disclose in its proxy circular
such contributions made to any tax exempt
considered independent if(1):
organization in which a director serves as an executive
officer, if within the preceding three years, •
The director is, or has been within the last three years,
an employee or executive officer of Suncor, or an
contributions in any single fiscal year from Suncor to
the organization exceeded the greater of $1 million, or immediate family member is or has been within the last
three years, an executive officer, of Suncor.
2% of such organization’s consolidated gross reserves.
•
The director has received, or an immediate family

member has received, during any 12-month period

(1)
Unless otherwise noted, ‘‘immediate family member’’ is defined to include a person’s spouse, parents, children, siblings, mothers and fathers in law,
sons and daughters in law, brothers and sisters in law, and anyone other than domestic employees who shares such person’s home.

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 E-1