Corporate governance

The board’s responsibilities include governance, strategic planning and the stewardship of Suncor, including identifying and mitigating principal risks such as carbon risk.

A diverse and experienced board

Suncor’s board reflects directors with a range of perspectives, insights and views on the issues affecting the organization. We search for individuals from diverse backgrounds, with regard to gender, visible minorities, Indigenous status, age, persons with disabilities, business experience, professional expertise, personal skills, stakeholder perspectives, geographic background and other diverse attributes. The company has a diverse and experienced board, including Indigenous representation for two decades, and 36% female directors.

Environment, social and governance (ESG)

ESG is embedded in director recruitment, board evaluation and committee representation. The board revised its skills matrix in 2021. Previously combined, ‘Environment, Health and Safety (EHS) and Social Responsibility’ have been separated into two skills: ‘EHS’ and ‘Social Performance’. Descriptions for all skills have also now been published. Suncor’s board practices for performance evaluation and compensation consider ESG factors by:

• evaluating senior executive performance annually against well-defined goals that support and reinforce our business objectives, including ESG performance.
• considering our performance against enterprise-wide sustainability goals related to safety, environmental (including GHGs) and social performance in determining the amount of annual incentive payments to the Chief Executive Officer (CEO) and the rest of the executive leadership team (ELT).

For more information on the Board Skill Matrix, download our 2021 Management Proxy Circular.

Suncor’s governance structure

Effective corporate governance comes from strong leadership and good corporate structure. Economic, environmental and social issues aren’t considered separately but evaluated holistically as part of Suncor’s strategic decision-making process. This continues to inform our corporate structure. Key features of this governance structure include:

• our board and its committees, which have clearly defined and distinct oversight roles to protect the interests of our shareholders
• the board’s Environment, Health, Safety and Sustainable Development (EHS&SD) Committee, which monitors management’s performance in areas within its mandate
• our executive management team, which integrates key operational and functional accountabilities for maximum efficiency and effectiveness. The executive management team also includes a Chief Sustainability Officer, supporting our 25+ years of dedication to improve sustainability and increase transparency and reporting across Suncor.

EHS&SD Committee

The board’s EHS&SD committee oversees and manages matters relating to environmental, health, safety and sustainable development. The committee meets quarterly to review:

• recommendations to the board about Suncor’s strategies and policies on environmental, health, safety and sustainable development
• Suncor’s Operational Excellence Management System – an overarching framework to manage operational risk
• management’s performance and emerging trends and issues in the environmental, health, safety and sustainable development space to ensure we are anticipating future challenges and positioning ourselves to minimize risks
• management stewardship reports as well as the findings of significant external and internal environmental, health and safety investigations, assessments, reviews and audits.