Corporate governance

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    Suncor’s Board of Directors (Board) supervises the management of our business and affairs on behalf of our shareholders. Its responsibilities include governance, strategic planning and stewardship of Suncor. Our Board has processes in place to help ensure Suncor lives up to all regulatory requirements and the standards of excellence we set for ourselves.

    The Board's responsibilities also include the following:

    • identifying principal risks and ensuring systems are in place to effectively monitor, manage and mitigate those risks, ensuring Suncor has an effective strategic planning process
    • overseeing the establishment and enforcement of Suncor’s Standards of Business Conduct
    • ensuring systems are in place for communication with investors and other stakeholders
    • selecting, monitoring and evaluating executive leadership and aligning management's decision-making with long-term shareholder interest
    • ensuring processes are in place to monitor and maintain the integrity of Suncor’s internal controls and management information systems

    A diverse and experienced Board

    The Canadian Board Diversity Council (CBDC) notes that having a diverse, experienced and well-credentialed Board of Directors improves Board discussions, contributes to greater diligence when decisions are being made, and leads to improved financial performance and shareholder value.

    Suncor’s Board aims to be comprised of directors who have a range of perspectives, insights and views in relation to the issues affecting Suncor. It searches for members from diverse backgrounds, with regard to gender, ethnicity/Aboriginal status, age, business experience, professional expertise, personal skills, stakeholder perspectives and geographic background.

    To encourage board diversity across Canada, our president and chief executive officer, Steve Williams, is a supporting CEO of the CBDC, while Suncor is a founding sponsor.

    Suncor is also a proud supporter of the 30% Club of Canada, a not-for-profit organization that is focused on the continued drive towards achieving greater gender balance at all levels, including an aspirational objective of 30% women on boards by 2020.

    Good corporate governance is a critical part of our business culture and how our directors make decisions in the best interest of our shareholders.

    Suncor’s governance structure

    Effective corporate governance comes from 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, who have clearly defined and distinct oversight roles to protect the interests of our shareholders set out in terms of reference
    • the Board’s Environment, Health, Safety and Sustainable Development (EHS&SD) Committee 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, including a chief sustainability officer
    • our vice president of sustainability and communications, who reports directly to our chief sustainability officer (CSO)

    Sustainability governance

    Chief Sustainability Officer (CSO)

    Eric Axford was appointed as Suncor’s first-ever Chief Sustainability Officer in 2017. In this role, Eric plays a key role navigating the many external relationships and strategic collaborations required for Suncor’s commitment to sustainability. This appointment reflects a commitment to move beyond issues management, to developing capability throughout the company to meet strategic objectives. Eric presents on sustainability matters at every meeting of the EHS&SD committee of the Board, and represents them at periodic Board reviews.

    EHS&SD Committee

    The EHS&SD Committee of the Board oversees and manages matters relating to environmental, health, safety and sustainable development. The Committee meets quarterly to review:

    • recommendations to the Board with respect to Suncor’s strategies and policies pertaining to environmental, health, safety and sustainable development
    • polices, including 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

    Environment, social and governance (ESG) issues and Board practices

    ESG factors also play a role in director recruitment, Board evaluation and committee representation. To ensure Suncor’s Board has the right expertise:

    • the Board revised its skills matrix in 2017 to ensure skills and experience in environment, health, safety and social responsibility were desired competencies
    • the governance committee conducts the selection process for new Board nominees and seeks to have a representation of diverse backgrounds, experience and skills

    Suncor’s Board practices around performance evaluation and compensation consider ESG factors by:

    • considering Suncor’s performance against enterprise-wide sustainability goals related to safety, environmental (including GHGs) and social performance in the amount of annual incentive payments to the CEO
    • evaluating senior executive performance annually against well-defined goals that support and reinforce Suncor’s value drivers
    Recommended readings
    Suncor's governance policies
    Suncor's leadership