Governance

Four employees in the Suncor Energy Centre lobby.

At Suncor, we are committed to acting with integrity in everything we do. This commitment makes up a core part of our corporate values and extends to our Board of Directors and our approach to corporate governance. We follow a robust corporate governance framework and regularly update our practices as regulations and best practices evolve. We set an example as a responsible corporate citizen and believe that strong corporate governance and transparent, ethical behaviour contribute significantly to enhanced long-term performance and improved investor confidence.

Oversight and guidance

Our Board is responsible for the overall stewardship of Suncor and protecting the interests of our shareholders and the best interests of the company as a whole. The Board is supported by several independent committees which oversee specific aspects of our business, including the Governance Committee, Audit Committee, Environmental, Health, Safety and Sustainable Development Committee and Human Resources and Compensation Committee.

Our Board’s oversight encompasses strategic planning processes, risk management, communication with investors and other stakeholders, and standards of business conduct. The Board is also responsible for selecting, monitoring and evaluating executive leadership and aligning management’s decision-making with long-term shareholder interests.

Independence, Expertise and Diversity

Our Board is comprised of experienced, skilled directors with a range of perspectives, insights and views on the issues affecting the organization. We have a diverse board with Indigenous representation for over two decades and 36% female directors. We believe that a board comprised of individuals representing diverse points of view can add greater value than a board comprised solely of directors with similar backgrounds.

We also value independence and objective thinking in making sound business decisions. Of our 11 directors, 10 are independent and the Board Chair and all committees are comprised of only independent directors. Only our CEO, Mark Little, is a non-independent director.

Our Board has extensive experience in a broad range of related industries and fields, including executive leadership, finance, risk management and environmental, health and safety. Our directors’ complementary skill sets combine to provide valuable oversight and direction as we guide Suncor towards achieving its goals and creating long-term shareholder value.

Governance highlights

Annual election of directors

Individual director elections

Majority voting policy

91% independent director nominees

Separate Board chair and CEO

All committees comprised solely of independent directors

No board interlocks

In-camera sessions at every Board and committee meeting

No options granted to non-employee directors

Diversity Policy in place with a measurable gender diversity target of 30% – Suncor exceeds this with 36% female director nominees

Active shareholder engagement

Substantial share ownership requirements for directors and executives

Annual “say-on-pay" advisory note

Annual Board, chair, committee and director evaluations

82% of director nominees with less than 9 years of tenure

Director retirement policy in place

Written business code of conduct

Annual principle risk review

Board orientation and education program

Suncor’s key governance documents

Governance and by-laws

Articles

(PDF, 21 pages, 2 MB)
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By-law No. 1

(PDF, 7 pages, 41 KB)
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By-law No. 2

(PDF, 8 pages, 93 KB)
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2022 Management Proxy Circular

(PDF, 96 pages, 3 MB)
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Board of Directors Terms of Reference

(PDF, 10 pages, 128 KB)
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Mandates and policies

Audit Committee Mandate

(PDF, 5 pages, 313 KB)
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Governance Committee Mandate

(PDF, 4 pages, 105 KB)
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Board of Directors - Majority Voting Policy

(PDF, 1 page, 81 KB)
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Position descriptions

Position Description - Board Committee Chair

(PDF, 2 pages, 32 KB)
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Position Description - Chair of the Board

(PDF, 3 pages, 98 KB)
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Director Accountability Statement

(PDF, 2 pages, 121 KB)
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Position Description - President & CEO

(PDF, 2 pages, 52 KB)
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