Two male employees working in the Engineering building at the Suncor Montreal refinery. They are sitting at a table and there is a book open in front of one of them.

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 four 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. All of our directors are independent and the Board Chair and all committees are comprised of independent directors.

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

100% independent directors

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%

Active shareholder engagement

Substantial share ownership requirements for directors and executives


Annual “say-on-pay” advisory note

Annual Board, chair, committee and director evaluations

86% of directors with less than 9 years of tenure

Director retirement policy in place

Written business code of conduct

Annual principal risk review

Board orientation and education program


Suncor’s key governance documents

Articles and by-laws


(PDF, 25 pages, 4 MB)

By-law No. 1

(PDF, 7 pages, 41 KB)

By-law No. 2

(PDF, 8 pages, 93 KB)

Management Proxy Circular

2024 Management Proxy Circular

(PDF, 88 pages, 3 MB)

Board of Directors- duties and responsibilities

Board of Directors Terms of Reference

(PDF, 11 pages, 167 KB)

Board committee mandates

Audit Committee Mandate

(PDF, 4 pages, 148 KB)

Governance Committee Mandate

(PDF, 3 pages, 92 KB)

Position descriptions

Director Accountability Statement

(PDF, 2 pages, 108 KB)

Position Description - Chair of the Board

(PDF, 2 pages, 110 KB)

Position Description - Board Committee Chair

(PDF, 2 pages, 108 KB)

Position Description - President & CEO

(PDF, 2 pages, 155 KB)