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  Exhibit 4.4    
    














  

  












	




CONTENTS	 	 





	 	 	 
	





 1	 	





 Invitation to Shareholders
	









	





 2	 	





 About this Management Proxy Circular
	








	





 3	 	





 Voting and Proxies: Questions and Answers
	








	





 6	 	





 Business of the Meeting
	6	 	Financial Statements
	6	 	Election of Directors
	14	 	Appointment of Auditors
	15	 	Advisory Vote on Approach to Executive Compensation
	15	 	Shareholder Proposals
	








	





 16	 	





 Board of Directors Compensation
	








	





 23	 	





 Executive Compensation
	23	 	Letter to Shareholders
	26	 	Compensation Discussion and Analysis
	53	 	Compensation Disclosure of Named Executive Officers
	59	 	Termination Agreements and Change of Control Arrangements
	








	





 61	 	





 Indebtedness of Directors, Executive Officers and Senior Officers
	








	





 61	 	





 Summary of Incentive Plans
	








	






 66	 	





 Claw Back Policy
	








	





 66	 	





 Directors' and Officers' Insurance
	








	





 66	 	





 Advance Notice By-Law
	








	






 67	 	





 Corporate Governance
	








	





 67	 	





 Additional Information
	








	





 68	 	





 Advisories
	








	





 A-1	 	





 Schedule A: Shareholder Proposal No. 1
	








	





 B-1	 	





 Schedule B: Shareholder Proposal No. 2
	








	





 C-1	 	





 Schedule C: Directors' Outstanding Option-Based Awards
	








	





 D-1	 	





 Schedule D: Named Executive Officers' Outstanding Option-Based Awards and Grant Date Fair Values for Share-Based Awards
	








	





 E-1	 	





 Schedule E: Corporate Governance Summary
	








	





 F-1	 	





 Schedule F: Position Description for Independent Board Chair
	








	





 G-1	 	





 Schedule G: Director Independence Policy and Criteria
	








	





 H-1	 	





 Schedule H: Board Terms of Reference
	



















NOTICE OF ANNUAL GENERAL MEETING OF

SHAREHOLDERS OF SUNCOR ENERGY INC.


The annual general meeting of shareholders of Suncor Energy Inc. (the "Corporation") will be held on April 28, 2016, in the Telus Convention Centre,
120 Ninth Avenue SE, Calgary, Alberta, at 10:30 a.m. Mountain Daylight Time ("MDT"). 


The
meeting will have the following purposes: 


	•
	to
receive the consolidated financial statements of the Corporation for the year ended December 31, 2015 together with the auditors' report thereon;



	•
	to
elect directors of the Corporation to hold office until the close of the next annual meeting;



	•
	to
appoint auditors of the Corporation to hold office until the close of the next annual meeting;



	•
	to
consider and, if deemed fit, approve an advisory resolution on the Corporation's approach to executive compensation;



	•
	to
consider Shareholder Proposal No. 1 regarding ongoing reporting on the Corporation's initiatives respecting climate change set forth in Schedule A of the
accompanying management proxy circular;



	•
	to
consider Shareholder Proposal No. 2 regarding annual disclosure by the Corporation of lobbying-related matters set forth in Schedule B of the accompanying
management proxy circular; and



	•
	to
transact such other business as may properly be brought before the meeting or any continuation of the meeting after an adjournment or postponement. 



The
accompanying management proxy circular provides detailed information relating to the matters to be dealt with at the meeting and forms part of this notice. 



Shareholders
are encouraged to express their vote in advance by completing the form of proxy or voting instruction form provided to them. Detailed instructions on how to complete and return proxies
are provided on pages 3 to 5 of the accompanying management proxy circular. To be effective, the completed form of proxy must be received by our transfer agent and registrar, Computershare
Trust Company of Canada, Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5, at any time prior to 10:30 a.m. MDT on
April 26, 2016 or, in the case of any adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or
postponed meeting. 


Shareholders
may also vote their shares by telephone or through the internet using the procedures described in the form of proxy or voting instruction form. 


Shareholders
registered at the close of business on March 2, 2016 will be entitled to receive notice of and vote at the meeting. 


By
order of the Board of Directors of Suncor Energy Inc. 




  









 Janice B. Odegaard

Senior Vice President, General Counsel and Corporate Secretary

February 25, 2016

Calgary, Alberta 









 





  

  









 INVITATION TO SHAREHOLDERS








 Dear Shareholder:


On behalf of the board of directors (the "Board"), management and employees of Suncor Energy Inc. (the "Corporation"), we invite you to
attend our annual general meeting of shareholders on April 28, 2016, to be held in the Telus Convention Centre, 120 Ninth Avenue SE, Calgary, Alberta, at 10:30 a.m. Mountain
Daylight Time. 



The items of business to be considered at this meeting are described in the Notice of Annual General Meeting of
Shareholders of Suncor Energy Inc. and accompanying management proxy circular. The contents of this management proxy circular have been approved by the Board. 


Your participation at this meeting is very important to us. We encourage you to vote by following the instructions in
the form of proxy or voting instruction form provided to you. Following the formal portion of the meeting, management will review the Corporation's operational and financial performance during 2015
and provide an outlook on priorities for 2016 and beyond. You will also have an opportunity to ask questions and to meet the directors and executives. 


Many of our public documents, including our 2015 Annual Report, are available in the Investor Centre on our web site
located at www.suncor.com. We encourage you to visit our web site during the year for information about the Corporation, including news releases and investor presentations. To ensure you receive all
the latest news on the Corporation, including the speeches of senior executives, you can use the 'Email Alerts' subscribe feature on the Corporation's web site. Additional information relating to the
Corporation is available on SEDAR at www.sedar.com. 


We look forward to seeing you at the meeting. 


Yours sincerely, 



	

 	 	

 
	





 James W. Simpson

Chair of the Board	 	





 Steven W. Williams

President and Chief Executive Officer










SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





1









 





  





ABOUT THIS MANAGEMENT PROXY CIRCULAR


You
are invited to attend the annual general meeting of shareholders of Suncor Energy Inc. to be held in the Telus Convention Centre, 120 Ninth Avenue SE, Calgary, Alberta, on
April 28, 2016, at 10:30 a.m. Mountain Daylight Time ("MDT") for the purposes indicated in the Notice of Annual General Meeting. 


Suncor's
management proxy circular includes important information regarding the matters to be acted upon at the annual general meeting, and our compensation practices for and compensation of the board
of directors of Suncor (the "Board" or "Board of Directors") and Suncor's Named Executive Officers (as defined on page 26) for the year ended December 31, 2015. 



This
management proxy circular is dated February 25, 2016, and all information contained in this management proxy circular is given as of such date, unless stated otherwise. 


In
this management proxy circular, references to "Suncor", the "Corporation", the "company", "our" or "we" mean Suncor Energy Inc., its subsidiaries, partnerships and joint arrangements, unless
the context otherwise requires. 






	




 




Forward-Looking Information and Risks

This management proxy circular contains forward-looking information based on Suncor's current expectations, estimates, projections and assumptions. This information is subject to a number of risks and uncertainties,
including those discussed in Suncor's Annual Information Form for the year ended December 31, 2015 (the "AIF"), Suncor's Management's Discussion and Analysis for the year ended December 31, 2015 (the "MD&A"), and Suncor's
other disclosure documents, many of which are beyond the company's control. Users of this information are cautioned that actual results may differ materially. Refer to the "Advisories" section of this management proxy circular for information on the
material risk factors and assumptions underlying our forward-looking information.

The company's financial and operational performance is potentially affected by a number of factors, including but not limited to, the factors described in the "Advisories" section of this management proxy circular.
 




Non-GAAP Financial Measures

Certain financial measures in this management proxy circular – namely operating earnings, cash flow from operations ("CFOPS"), return on capital employed ("ROCE") and Oil Sands cash operating
costs – are not prescribed by generally accepted accounting principles ("GAAP"). Refer to the "Advisories" section of this management proxy circular. These non-GAAP financial measures are included because management uses the
information to analyze business performance, leverage and liquidity. These non-GAAP financial measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other	


 	





companies. Therefore, these non-GAAP financial measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.
 





 Measurement Conversions

Suncor converts certain natural gas volumes to barrels of oil equivalent ("boe") on the basis of one barrel ("bbl") for every six thousand cubic feet ("mcf") of natural gas. Any figure presented in boe may be
misleading, particularly if used in isolation. A conversion ratio of six mcf of natural gas to one bbl of crude oil is based on an energy equivalency conversion method primarily applicable at the burner tip and does not necessarily represent a
value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, conversion on a 6:1 basis may be misleading as an
indication of value.

In this management proxy circular, references to "mbbls/d" mean thousands of barrels per day and "mboe/d" mean thousands of barrels of oil equivalent per day.
 





 Website References

Information contained on or otherwise accessible through Suncor's web site and other web sites, though referenced herein, does not form part of and is not incorporated by reference into this management proxy
circular.













2   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 







 VOTING AND PROXIES: QUESTIONS AND ANSWERS





This
management proxy circular is furnished in connection with the solicitation by or on behalf of the management of Suncor of proxies to be used at the annual general meeting of shareholders of
Suncor. It is expected that solicitation
will be primarily by mail, but proxies may also be solicited personally, by telephone or facsimile or other similar means by Suncor employees or agents. Custodians and fiduciaries will be supplied
with proxy materials to forward to beneficial owners of Suncor common shares and normal handling charges will be paid for such forwarding services. 


Your vote is very important to us. We encourage you to exercise your vote to ensure your shares are represented. 


To
be valid, proxy forms must be dated, completed, signed and deposited with our transfer agent, Computershare Trust Company of Canada ("Computershare"): (i) by mail using the enclosed return
envelope or one addressed to Computershare Trust Company of Canada, Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5; (ii) by
hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1; or (iii) by facsimile to (416) 263-9524 or
1-866-249-7775. Additionally, you may vote by using the internet at www.investorvote.com or by calling 1-866-732-VOTE (8683). Your proxy instructions must be received in each case no later than
10:30 a.m. MDT on April 26, 2016 or, in the case of any adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the
time of the adjourned or postponed meeting. The time limit for deposit of proxies may be waived or extended by the chair of the meeting at his or her discretion, without notice. Please read the
following for commonly asked questions and answers regarding voting and proxies. 











 Q.  Am I entitled to
vote?








A.  You are entitled to vote if you are a holder of Suncor common shares as of the close of business on March 2, 2016, the record date for the meeting.
Each Suncor common
share is entitled to one vote. A simple majority of votes (50% plus one vote) cast at the meeting in person or by proxy is required to approve all matters. The list of registered shareholders
maintained by Suncor will be available for inspection after March 2, 2016, during usual business hours at the offices of Computershare, 600,
530 – 8th Avenue SW, Calgary, Alberta, T2P 3S8 and will be available at the meeting. 








Q.  What am I voting
on?








A.  You will be voting on: 


	•
	the
election of directors of the Corporation until the close of the next annual meeting;



	•
	the
re-appointment of PricewaterhouseCoopers LLP as auditors of the Corporation until the close of the next annual meeting;



	•
	the
advisory resolution on the Corporation's approach to executive compensation disclosed in this management proxy circular;



	•
	Shareholder
Proposal No. 1 regarding ongoing reporting on Suncor's initiatives respecting climate change set forth in Schedule A of this management proxy
circular; and



	•
	Shareholder
Proposal No. 2 regarding annual disclosure by Suncor of lobbying-related matters set forth in Schedule B of this management proxy circular. 









Q.  What if amendments are made to these matters or if other matters are
brought before the meeting?








 A.  If
you attend the meeting in person and are eligible to vote, you may vote on such matters as you choose. If you have completed and returned a proxy, the securities represented by proxy will be voted or
withheld from voting in accordance with your instructions on any ballot that may be called for and, if you specify a choice with respect to any matter to be acted upon, the securities will be voted
accordingly. The persons named in the proxy form will have discretionary authority with respect to amendments or variations to matters identified in the Notice of Annual General Meeting and to other
matters that may properly come before the meeting. As of the date of this management proxy circular, our management knows of no such amendment, variation or other matter expected to come before the
meeting. If any other matters properly come before the meeting, the management nominees named in the proxy form will vote on them in accordance with their best judgment. 








Q.  Who is soliciting my
proxy?








A.  The management of Suncor is soliciting your proxy. Solicitation of proxies will be done primarily by mail, supplemented by telephone or other contact, by
our employees or
agents at a nominal cost, and all of these costs are paid by Suncor. 








SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





3







 







 Q.  How can I
vote?








A.  If
you are eligible to vote and your shares are registered in your name, you can vote your shares in person at the meeting or by completing your proxy form through any of the methods described above. 



If
your shares are not registered in your name but are held by a nominee, please see below. 








 Q.  How can a non-registered shareholder
vote?








A.  If
your shares are not registered in your name, but are held in the name of a nominee (usually a bank, trust company, securities broker or other financial institution), your nominee is required to seek
your instructions as to how to vote your shares. Your nominee should have provided you with a package of information respecting the meeting, including either a proxy or a voting form. Carefully follow
the instructions accompanying the proxy or voting form. 








Q.  How can a non-registered shareholder vote in person at the
meeting?









 A.  Suncor does not have access to all the names of its non-registered shareholders. Therefore, if you are a non-registered shareholder and attend the
 meeting, we will have no
record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as a proxyholder. If you wish to vote in person at the meeting, insert your name in the space provided
on the proxy form or voting form sent to you by your nominee. In doing so you are instructing your nominee to appoint you as a proxyholder. Complete the form by following the return instructions
provided by your nominee. You should report to a representative of Computershare upon arrival at the meeting. 








 Q.  Who votes my shares and how will they be voted if I return a
proxy?








A.  By
properly completing and returning a proxy, you are authorizing the person named in the proxy to attend the meeting and vote your shares. You can use the proxy form provided to you, or any other proper
form of proxy, to appoint your proxyholder. 


The
shares represented by your proxy must be voted or withheld from voting according to your instructions in the proxy. If you properly complete and return your proxy but do not specify how you wish
the votes cast, your shares will be voted or withheld from voting as your proxyholder sees fit. Unless contrary instructions are provided, shares represented by proxies received by management will
be voted: 


	•
	FOR
the election of the director nominees set out in this management proxy circular;



	•
	FOR
the re-appointment of PricewaterhouseCoopers LLP as auditors;



	•
	FOR
the approach to executive compensation disclosed in this management proxy circular;



	•
	FOR
Shareholder Proposal No. 1 set forth in Schedule A regarding ongoing reporting on Suncor's initiatives respecting climate change; and



	•
	AGAINST
Shareholder Proposal No. 2 set forth in Schedule B regarding annual disclosure by Suncor of lobbying-related matters. 










 Q.  Can I appoint someone other than the individuals named in the proxy
form to vote my shares?








A.  Yes, if you are a registered holder, you have the right to appoint the person or company of your choice, who does not need to be a shareholder, to
attend and act on your behalf at the meeting. If you wish to appoint a person other than the names that appear, then strike out those printed names appearing on the proxy form
and insert the name of your chosen proxyholder in the space provided. 


NOTE: It is important to ensure that any other person you appoint is attending the meeting and is aware that his or her appointment to vote your shares has been made.
Proxyholders should, upon arrival at the meeting, present themselves to a representative of Computershare.









 Q.  What if my shares are registered in more than one name or in the name
of my company?








A.  If
the shares are registered in more than one name, all those registered must sign the form of proxy. If the shares are registered in the name of your company or any name other than yours, you may be
required to provide documentation that proves you are authorized to sign the proxy form. 








 Q.  Can I revoke a proxy or voting
instruction?








A.  If
you are a registered shareholder and have returned a proxy, you may revoke it by: 


	1.
	completing
and signing a proxy bearing a later date, and delivering it to Computershare; or



	2.
	delivering
a written statement, signed by you or your authorized attorney to:



	(a)
	the
Corporate Secretary of Suncor Energy Inc. at P.O. Box 2844, 150 – 6th Avenue S.W., Calgary,
Alberta, T2P 3E3 at any time up to and including the last business day prior to the meeting, or the 












 4   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 


business
day preceding the day to which the meeting is adjourned or postponed; or 



	(b)
	the
chair of the meeting prior to the start of the meeting. 




If
you are a non-registered shareholder, contact your nominee. 








 Q.  Is my vote
confidential?








A.  Your proxy vote is confidential. Proxies are received, counted and tabulated by our transfer agent, Computershare. Computershare does not disclose the
results of individual
shareholder votes unless: they contain a written comment clearly intended for management; in the event of a proxy contest or proxy validation issue; or if necessary to meet legal requirements. 








Q.  How many common shares are
outstanding?








A.  As
of February 22, 2016, there were 1,544,964,541 common shares outstanding. We have no other class or series of voting shares outstanding. 



As
of February 22, 2016, there was no person who, to the knowledge of our directors and executive officers, beneficially owned, or controlled or directed, directly or indirectly, common shares
carrying 10% or more of the voting rights attached to all outstanding common shares. 








Q.  How will meeting materials be
delivered?








A.  We
are using notice and access to deliver this management proxy circular to both our registered and non-registered shareholders. This means that Suncor will post the management proxy circular on line for
our shareholders to access electronically. You will receive a package in the mail with a notice (the "Notice") outlining the matters to be addressed at the meeting and explaining how to access
and review the circular electronically, and how to request a paper copy at no charge. You will also receive a form of proxy or a voting instruction form in the mail so you can vote your shares. All
applicable meeting related materials will be indirectly forwarded to non-registered shareholders at Suncor's expense. 


Notice
and access is an environmentally friendly and cost effective way to distribute the management proxy circular because it reduces printing, paper and postage. 








Q.  How can I request a paper copy of the management proxy
circular?









 A.  Both registered and non-registered shareholders can request a paper copy of the management proxy circular for up to one year from the date it is filed
 on SEDAR
(www.sedar.com). The management proxy circular will be sent to you at no charge. If you would like to receive a paper copy of the management proxy circular, please follow the instructions provided in
the Notice. If you request a paper copy of the management proxy circular, you will not receive a new form of proxy or voting instruction form, so you should keep the original form sent to you in order
to vote. 


Suncor
will provide paper copies of the management proxy circular to shareholders who have standing instructions to receive, or for whom Suncor has otherwise received a request to provide, paper
copies of materials. 


If
you have any questions about notice and access, you can call our Investor Relations line at 1-800-558-9071. 








Q.  What is electronic
delivery?









 A.  Electronic delivery is voluntary e-mail notification sent to shareholders when documents such as our annual report, quarterly reports and this
 management proxy circular are
available on our web site. If you wish, you may elect to be notified by e-mail when documentation is posted on our web site. Electronic delivery will save paper, reduce our impact on the environment
and reduce costs. 









 Q.  How can I ask for electronic
delivery?








 A.  If
you are a registered shareholder, go to the Investor Communication web site at www.InvestorDelivery.com and follow the instructions on the screen. 


You
will need your Control Number and your PIN number (you will find them on the proxy form provided in your package). 



Non-registered
holders can sign up for mailings (not proxy materials) through www.computershare.com/mailinglist. 








 Q.  What if I have other
questions?








A.  If
you have a question regarding the meeting, please contact Computershare at 1-877-982-8760 or visit www.computershare.com. 











 Webcast of Meeting


The meeting may also be viewed via webcast on www.suncor.com starting at 10:30 a.m. MDT on April 28, 2016. Shareholders may view the meeting and ask questions
on line, but will not be able to vote via the webcast. 













 Shareholder Proposals


Eligible shareholders should direct any proposals they plan to present at the 2017 annual meeting to our Corporate Secretary. To be included in our 2017 management proxy
circular, the proposal must be received at Suncor Energy Inc. at P.O. Box 2844, 150 – 6th Avenue S.W., Calgary,
Alberta, Canada T2P 3E3 by November 28, 2016. 










 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





5









 





  





 BUSINESS OF THE MEETING








 Financial Statements


The
audited consolidated financial statements for the year ended December 31, 2015 and the report of the auditors thereon will be placed before the meeting. These audited consolidated financial
statements form part of our 2015 Annual Report. Copies of the 2015 Annual Report may be obtained from the Corporate Secretary upon request and will be available at the meeting. The full text of the
2015 Annual Report is available on Suncor's web site at www.suncor.com and has been filed with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. 








Election of Directors








Number of Directors. Suncor's articles stipulate
there shall be not more than 15 nor fewer than eight directors. The Board is currently composed of 12 non-employee directors, including James W. Simpson, our Board chair, and one member
of management, Steven W. Williams, our President and Chief Executive Officer ("CEO"). 


W.
Douglas Ford will be retiring from the Board this year and will not stand for re-election. Mr. Ford has provided Suncor with 12 years of service and has made a significant
contribution to Suncor's success through his sound business acumen and dedication during his tenure. Suncor's Board and management wish to thank Mr. Ford for his service to Suncor and its
shareholders. 


In
accordance with our by-laws, the Board has determined that 12 directors will be elected at the meeting. Following the annual general meeting, and assuming that all proposed nominees for
director are elected as contemplated in this management proxy circular, the Board will be composed of 11 non-employee directors and Mr. Williams. The term of office of each director is
from the date of the meeting at which he or she is elected or appointed until the next annual meeting of shareholders or until a successor is elected or appointed. 


Unless
authority to do so is withheld, the persons named in the form of proxy intend to vote FOR the election of the nominees whose names appear on pages 7 to 12. Management does not expect
that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the meeting, the persons named in the form of proxy reserve the right to vote for
another nominee at their discretion unless the proxy specifies the common shares are to be withheld from voting in the election of directors. 








Majority Voting for Directors. The Board has
adopted a policy that requires that any nominee for director who receives a greater number of votes "withheld" than votes "for" his or her election as a director shall submit his or her resignation to
the Governance Committee of the Board for consideration promptly following the meeting. This policy applies only to uncontested elections, meaning elections where the number of nominees for directors
is equal to the number of directors to be elected. The Governance Committee shall consider the resignation and shall provide a recommendation to the Board. The Board will consider the recommendation
of the Governance Committee and determine whether to accept it within 90 days of the applicable meeting. A news release will be issued promptly by Suncor announcing the Board's determination,
including, if applicable, the reasons for rejecting the resignation. The Board shall accept the resignation absent exceptional circumstances. The resignation will be effective when accepted by the
Board. A director who tenders his or her resignation will not participate in any meetings to consider whether the resignation shall be accepted. 



Shareholders
should note that, as a result of the majority voting policy, a "withhold" vote is effectively the same as a vote against a director nominee in an uncontested election. 








6   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016











 





 





 The Persons Nominated for Election as Directors
Are:



	





 Patricia M. Bedient

62	

 
	








	Sammamish, Washington, USA
	








	Director from February 24, 2016 to present(5)
	








	Independent
	








	
Patricia Bedient is executive vice president of Weyerhaeuser Company ("Weyerhaeuser"), one of the world's largest integrated forest products companies. From 2007 until February 2016,
she also served as chief financial officer. Prior thereto, she held a variety of leadership roles in finance and strategic planning at Weyerhaeuser after joining the company in 2003. Before joining Weyerhaeuser, she spent 27 years with Arthur
Andersen LLP and ultimately served as the managing partner for its Seattle office and partner in charge of the firm's forest products practice. Ms. Bedient serves on the board of directors of Alaska Air Group, the Overlake Hospital Medical
Center board of trustees, the Oregon State University board of trustees, and the University of Washington Foster School of Business advisory board. She achieved national recognition in 2012 when Wall Street Journal named her one of the Top
25 CFOs in the United States. She is a member of the American Institute of CPAs and the Washington Society of CPAs. Ms. Bedient received her bachelor's degree in business administration, with concentrations in finance and accounting,
from Oregon State University in 1975.





	 





	Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	 	 	Alaska Air Group	 
	









	2015	 	N/A	 	 	 	 	 	 	 
	








	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	





 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)









	





 Fiscal

Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	Nil	 	N/A	 	Nil	 	Nil	 	N/A	 	N/A	 
	













	 
	 





	





 Mel E. Benson

67	

 
	








	Calgary, Alberta, Canada
	








	Director from April 19, 2000 to present
	








	Independent
	








	
Mel Benson is president of Mel E. Benson Management Services Inc., an international consulting firm working in various countries with a focus on First Nations/corporate
negotiations. Mr. Benson is also part owner of the private oil and gas company Tenax Energy Inc. and sits on the boards of the Fort McKay Group of Companies, a community trust organization, and Oilstone Energy Services, Inc., based in
Houston, Texas. Mr. Benson retired from Exxon International and Imperial Oil Canada in 2000 after a long career as an operations manager and senior member of project management. While based in Houston, Texas, Mr. Benson worked on
international projects based in Africa and the former Soviet Union. Mr. Benson is a member of Beaver Lake Cree Nation, located in northeast Alberta. In 2015, Mr. Benson was inducted into the Aboriginal Business Hall
of Fame.





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors	 	6 of 6	 	100%	 
	








	Environment, Health, Safety and Sustainable Development	 	4 of 4	 	100%	 
	








	Human Resources and Compensation	 	5 of 5	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	Canadian Oil Sands Limited(6)	 
	








	2015	 	96.73%	 	 	 	 	 	 	 
	








	2014	 	96.89%	 	 	 	 	 	 	 
	








	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	





 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)






 

	





 Fiscal Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)(7)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	17 548	 	80 532	 	98 080	 	3 503 418	 	Yes	 	6.5x	 
	







	 	 	 	 	 
	2014	 	17 548	 	72 143	 	89 691	 	3 309 598	 	 	 	 	 
	







	 	 	 	 	 
	2013	 	17 548	 	63 419	 	80 967	 	3 015 211	 	 	 	 	 
	


















SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





7







 


	





 Jacynthe Côté

57	

 
	








	Candiac, Québec, Canada
	








	Director from February 3, 2015 to present(5)
	








	Independent
	








	
Jacynthe Côté was president and chief executive officer of Rio Tinto Alcan, a metals and mining company, from February 2009 until June 2014 and she continued to
serve in an advisory role until her retirement on September 1, 2014. Prior to 2009, she served as president and chief executive officer of Rio Tinto Alcan's Primary Metal business group, following Rio Tinto's acquisition of Alcan Inc. in
October 2007. Ms. Côté joined Alcan Inc. in 1988 and she served in a variety of progressively senior leadership roles during her career, including positions in human resources, environment, health and safety, business
planning and development and production/managerial positions in Québec and England. Ms. Côté is a director of Finning International Inc. and the Royal Bank of Canada. She also serves as a member of the advisory board of
the Montreal Neurological Institute and of the board of directors of École des Hautes Études Commereciales Montréal. Ms. Côté has a bachelor's degree in chemistry from Laval University.





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors	 	6 of 6	 	100%	 
	








	Audit	 	7 of 7(8)	 	100%	 
	








	Environment, Health, Safety and Sustainable Development	 	4 of 4(8)	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards(9)	 
	





 

	





 Year	 	





 Votes in Favour	 	 	 	Finning International Inc.	 
	









	2015	 	99.76%	 	 	 	Royal Bank of Canada	 
	








	2014	 	N/A	 	 	 	 	 	 	 
	









	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	





 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)






 

	





 Fiscal Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	Nil	 	14 210	 	14 210	 	507 581	 	N/A	 	0.9x	 
	







	 	 	 	 	 
	2014	 	Nil	 	N/A	 	Nil	 	Nil	 	 	 	 	 
	













	 
	 





	





 Dominic D'Alessandro

69	

 
	








	Toronto, Ontario, Canada
	








	Director from November 12, 2009 to present
	








	Independent
	








	
Dominic D'Alessandro was president and chief executive officer of Manulife Financial Corporation from 1994 to 2009 and is currently a director of CGI Group Inc. For his many business
accomplishments, Mr. D'Alessandro was recognized as Canada's Most Respected CEO in 2004 and CEO of the Year in 2002, and was inducted into the Insurance Hall of Fame in 2008. Mr. D'Alessandro is an Officer of the Order of Canada and has
been appointed as a Commendatore of the Order of the Star of Italy. In 2009, he received the Woodrow Wilson Award for Corporate Citizenship and in 2005 was granted the Horatio Alger Award for community leadership. Mr. D'Alessandro is a FCA, and
holds a Bachelor of Science from Concordia University in Montreal. He has also been awarded honorary doctorates from York University, the University of Ottawa, Ryerson University and Concordia University.





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors	 	5 of 6	 	83%	 
	








	Audit	 	7 of 8	 	88%	 
	








	Governance (Chair)	 	5 of 5	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	 	 	CGI Group Inc.	 
	









	2015	 	99.31%	 	 	 	 	 	 	 
	








	2014	 	99.41%	 	 	 	 	 	 	 
	








	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	





 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)






 

	





 Fiscal Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	10 000	 	61 167	 	71 167	 	2 542 085	 	Yes	 	4.7x	 
	







	 	 	 	 	 
	2014	 	10 000	 	50 701	 	60 701	 	2 239 867	 	 	 	 	 
	







	 	 	 	 	 
	2013	 	10 000	 	41 185	 	51 185	 	1 906 129	 	 	 	 	 
	



















8   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 


	





 John D. Gass

63	

 
	








	Palm Coast, Florida, USA
	








	Director from February 3, 2014 to present
	








	Independent
	








	
John Gass is former vice president, Chevron Corporation, a major integrated oil and gas company, and former president, Chevron Gas and Midstream, positions he held from 2003 until his
retirement in 2012. He has extensive international experience, having served in a diverse series of operational positions in the oil and gas industry with increasing responsibility throughout his career. Mr. Gass serves as a director of
Southwestern Energy Co. and Weatherford International Ltd. He is also on the board of visitors for the Vanderbilt School of Engineering and is a member of the advisory board for the Vanderbilt Eye Institute. Mr. Gass graduated from
Vanderbilt University in Nashville, Tennessee, with a bachelor's degree in civil engineering. He also holds a master's degree in civil engineering from Tulane University in New Orleans, Louisiana. A resident of Florida, he is a member of the
American Society of Civil Engineers and the Society of Petroleum Engineers.





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors	 	5 of 6	 	83%	 
	








	Environment, Health, Safety and Sustainable Development	 	4 of 4	 	100%	 
	








	Human Resources and Compensation (Chair)	 	5 of 5	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	 	 	Southwestern Energy Co.	 
	









	2015	 	97.68%	 	Weatherford International Ltd.	 
	








	2014	 	99.78%	 	 	 	 	 	 	 
	








	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	





 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)






 

	





 Fiscal Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	6 698	 	20 500	 	27 198	 	971 513	 	Yes	 	1.8x	 
	







	 	 	 	 	 
	2014	 	6 698	 	12 670	 	19 368	 	714 679	 	 	 	 	 
	







	 	 	 	 	 
	2013	 	153	 	N/A	 	153	 	5 698	 	 	 	 	 
	













	 
	 





	





 John R. Huff

69	

 
	








	Houston, Texas, USA
	








	Director from January 30, 1998 to present
	








	Independent
	








	
John Huff has served as chairman of the board of directors of Oceaneering International, Inc. ("Oceaneering") since 1990 and served as its chief executive officer from 1986 to 2006.
Prior to joining Oceaneering, he served as chairman, president and chief executive officer of Western Oceanic, Inc. from 1972 to 1986. Mr. Huff is also a director of Hi-Crush Partners LP and serves on the boards of trustees of Baylor
College of Medicine and the Georgia Tech Foundation. Mr. Huff is a member of the National Academy of Engineering, a past member of the National Petroleum Council and a past director of the National Ocean Industries Association and the
International Association of Drilling Contractors, and served on the U.S. Department of Transportation's National Offshore Safety Advisory Committee. Mr. Huff attended Rice University and received a bachelor's degree in civil engineering
from the Georgia Institute of Technology, as well as attended the Harvard Business School's Program for Management Development. Mr. Huff is a registered professional engineer in the state of Texas and a member of The
Explorers Club.





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors	 	6 of 6	 	100%	 
	








	Environment, Health, Safety and Sustainable Development	 	4 of 4	 	100%	 
	








	Human Resources and Compensation	 	5 of 5	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	 	 	Hi-Crush Partners LP	 
	









	2015	 	96.75%	 	Oceaneering International, Inc.	 
	








	2014	 	95.97%	 	 	 	 	 	 	 
	








	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	






 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)









	





 Fiscal

Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)(7)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	30 019	 	123 618	 	153 637	 	5 487 914	 	Yes	 	10.2x	 
	







	 	 	 	 	 
	2014	 	43 256	 	111 424	 	154 680	 	5 707 692	 	 	 	 	 
	







	 	 	 	 	 
	2013	 	43 174	 	100 601	 	143 775	 	5 354 181	 	 	 	 	 
	


















SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





9







 


	





 Maureen McCaw

61	

 
	








	Edmonton, Alberta, Canada
	








	Director from April 27, 2004 to present(10)
	








	Independent
	








	
Maureen McCaw was most recently executive vice-president of Leger Marketing (Alberta) and formerly president of Criterion Research, a company she founded in 1986. Ms. McCaw is chair of
the Edmonton International Airport and CBC Pension Fund Plan board of trustees and is a director of the Canadian Broadcasting Corporation. She also serves on a number of other boards and advisory committees, including the Institute of Corporate
Directors, the Nature Conservancy of Canada and MacEwan University, Faculty of Business, as well as being past chair of the Edmonton Chamber of Commerce. Ms. McCaw completed Columbia Business School's executive program in financial accounting
and has an ICD.d.





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors	 	6 of 6	 	100%	 
	








	Audit	 	8 of 8	 	100%	 
	








	Environment, Health, Safety and Sustainable Development	 	1 of 1(8)	 	100%	 
	









	Governance	 	3 of 3(8)	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	Canadian Oil Sands Limited(6)	 
	








	2015	 	99.14%	 	 	 	 	 	 	 
	








	2014	 	97.20%	 	 	 	 	 	 	 
	









	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	





 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)









	





 Fiscal

Year	 	





 Common

Shares(1)(11)	 	





 DSUs(2)	 	





 Shares and

DSUs(11)	 	





 Shares and

DSUs ($)(3)(11)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	5 574	 	64 898	 	70 472	 	2 517 260	 	Yes	 	4.7x	 
	







	 	 	 	 	 
	2014	 	5 419	 	57 001	 	62 420	 	2 303 298	 	 	 	 	 
	







	 	 	 	 	 
	2013	 	5 306	 	48 590	 	53 896	 	2 007 087	 	 	 	 	 
	













	 
	 





	





 Michael W. O'Brien

71	

 
	








	Canmore, Alberta, Canada
	








	Director from April 26, 2002 to present
	








	Independent
	








	
Michael O'Brien served as executive vice president, corporate development, and chief financial officer of Suncor Energy Inc. before retiring in 2002. Mr. O'Brien is a director and
chair of the Audit Committee of Shaw Communications Inc. In addition, he is past chair of the board of trustees for the Nature Conservancy Canada, past chair of the Canadian Petroleum Products Institute and past chair of Canada's Voluntary
Challenge for Global Climate Change. He has previously served on the boards of Terasen Inc., Primewest Energy Inc. and CRA International.





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors	 	6 of 6	 	100%	 
	








	Audit (Chair)	 	8 of 8	 	100%	 
	








	Governance	 	5 of 5	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	Shaw Communications Inc.	 
	








	2015	 	98.90%	 	 	 	 	 	 	 
	








	2014	 	99.33%	 	 	 	 	 	 	 
	








	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	





 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)









	





 Fiscal

Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)(7)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	11 308	 	73 234	 	84 542	 	3 019 840	 	Yes	 	5.6x	 
	







	 	 	 	 	 
	2014	 	11 308	 	65 075	 	76 383	 	2 818 533	 	 	 	 	 
	







	 	 	 	 	 
	2013	 	26 808	 	57 563	 	84 371	 	3 141 976	 	 	 	 	 
	



















10   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 


	





 James W. Simpson

71	

 
	








	Calgary, Alberta, Canada
	








	Director from July 28, 2004 to present(10)
	








	Independent
	








	
James Simpson is past president of Chevron Canada Resources (oil and gas). He serves as lead director for Canadian Utilities Limited and is on its Corporate Governance, Nomination,
Compensation and Succession Committee, as well as being the chairman for its Audit Committee and Risk Review Committee. Mr. Simpson holds a Bachelor of Science and Master of Science, and graduated from the Program for Senior Executives at
M.I.T.'s Sloan School of Business. He is also past chairman of the Canadian Association of Petroleum Producers and past vice chairman of the Canadian Association of the World Petroleum Congresses.





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors (Chair)	 	6 of 6	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	Canadian Utilities Limited	 
	








	2015	 	99.30%	 	 	 	 	 	 	 
	








	2014	 	97.18%	 	 	 	 	 	 	 
	









	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	






 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)









	





 Fiscal Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	4 736	 	60 766	 	65 502	 	2 339 731	 	Yes	 	1.7x	 
	







	 	 	 	 	 
	2014	 	4 736	 	51 314	 	56 050	 	2 068 245	 	 	 	 	 
	







	 	 	 	 	 
	2013	 	4 736	 	43 023	 	47 759	 	1 778 545	 	 	 	 	 
	













	 
	 





	





 Eira M. Thomas

47	

 
	








	West Vancouver, British Columbia, Canada
	








	Director from April 27, 2006 to present
	








	Independent
	








	
Eira Thomas is a Canadian geologist with over 20 years of experience in the Canadian diamond business, including her previous roles as vice president of Aber Resources, now Dominion
Diamond Corp., and as founder and CEO of Stornoway Diamond Corp. Currently, Ms. Thomas is chief executive officer and a director of Kaminak Gold Corporation, a mineral exploration company, and a director of Lucara Diamond Corp.





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors	 	6 of 6	 	100%	 
	








	Environment, Health, Safety and Sustainable Development (Chair)	 	3 of 3(8)	 	100%	 
	








	Governance	 	2 of 2(8)	 	100%	 
	








	Human Resources and Compensation	 	5 of 5	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	Kaminak Gold Corporation	 
	








	2015	 	97.08%	 	Lucara Diamond Corp.	 
	








	2014	 	97.34%	 	 	 	 	 	 	 
	








	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	





 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)









	





 Fiscal Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)(7)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	4 000	 	67 756	 	71 756	 	2 563 124	 	Yes	 	4.7x	 
	







	 	 	 	 	 
	2014	 	4 000	 	59 770	 	63 770	 	2 353 113	 	 	 	 	 
	







	 	 	 	 	 
	2013	 	4 000	 	52 392	 	56 392	 	2 100 038	 	 	 	 	 
	


















SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





11







 


	





 Steven W. Williams

60	

 
	








	Calgary, Alberta, Canada
	








	Director from December 1, 2011 to present
	








	Non-independent

Management
	








	
Steve Williams has served as the president of Suncor Energy Inc. since December 2011 and as chief executive officer of Suncor Energy Inc. since May 2012.
Mr. Williams is a fellow of the Institution of Chemical Engineers and is a member of the Institute of Directors. He is one of twelve founding CEOs of Canada's Oil Sands Innovation Alliance ("COSIA") and a member of the advisory board of Canada's
Ecofiscal Commission. In January 2016, he was elected to the board of directors for the Business Council of Canada (formerly known as the Canadian Council of Chief Executives). Mr. Williams also serves as vice-chair of the Alberta Premier's
Advisory Committee on the Economy. In November 2015, he was chosen as CEO of the Year by The Globe and Mail's Report on Business Magazine. He is active in the community, having co-chaired the Canadian Olympic Hall of Fame Gala in Calgary as part
of the Celebration of Excellence in Alberta that raised proceeds for the Canadian Olympic Foundation. He also serves as co-chair of Indspire's "Building Brighter Futures Campaign".





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors	 	6 of 6	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	 	 	None	 
	









	2015	 	99.67%	 	 	 	 	 	 	 
	








	2014	 	99.74%	 	 	 	 	 	 	 
	








	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	





 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)









	





 Fiscal Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)(7)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	398 249	 	42 605	 	440 854	 	15 747 302	 	Yes	 	2.3x	 
	







	 	 	 	 	 
	2014	 	391 803	 	41 258	 	433 061	 	15 979 951	 	 	 	 	 
	







	 	 	 	 	 
	2013	 	385 914	 	40 216	 	426 130	 	15 869 085	 	 	 	 	 
	













	 
	 





	





 Michael M. Wilson

64	

 
	








	Bragg Creek, Alberta, Canada
	








	Director from February 3, 2014 to present
	








	Independent
	








	
Michael Wilson is former president and chief executive officer of Agrium Inc., a retail supplier of agricultural products and services and a wholesale producer and marketer of
agricultural nutrients, which is headquartered in Calgary, a position he held from 2003 until his retirement in 2013. He previously served as executive vice president and chief operating officer. Mr. Wilson has significant experience in the
petrochemical industry, serving as president of Methanex Corporation, and holding various positions with increasing responsibility in North America and Asia with Dow Chemical Company. Mr. Wilson has a bachelor's degree in chemical engineering
from the University of Waterloo and currently serves on the boards of Air Canada, Celestica Inc. and Finning International Inc. He is also the chair of the Calgary Prostate Cancer Centre.





	 





	Suncor Board and Board Committees	 	Meeting Attendance	 
	





 

	Board of Directors	 	6 of 6	 	100%	 
	








	Audit	 	8 of 8	 	100%	 
	








	Governance	 	5 of 5	 	100%	 
	













	 





	 Annual General Meeting Voting Results	 	Other Public Company Boards	 
	





 

	





 Year	 	





 Votes in Favour	 	 	 	Air Canada	 
	








	2015	 	99.77%	 	 	 	Celestica Inc.	 
	








	2014	 	99.78%	 	Finning International Inc.	 
	








	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Common Shares and Share Units Held as at December 31	 	 	 	 	 
	





 
	 	 	 	 	 





	





  	 	 	 	 	 	





 Total

Common	 	





 Total Value

of Common	 	
Share Ownership Target(4)









	





 Fiscal Year	 	





 Common

Shares(1)	 	





 DSUs(2)	 	





 Shares and

DSUs	 	





 Shares and

DSUs ($)(3)	 	





 Meets

Target	 	






 Current

Status	 
	








	2015	 	10 000	 	22 587	 	32 587	 	1 164 008	 	Yes	 	2.2x	 
	







	 	 	 	 	 
	2014	 	10 000	 	13 566	 	23 566	 	869 585	 	 	 	 	 
	







	 	 	 	 	 
	2013	 	10 000	 	N/A	 	10 000	 	372 400	 	 	 	 	 
	



















12   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 
	(1)
	Reflects
the number of Suncor common shares, excluding fractional amounts, beneficially owned, or controlled or directed, directly or indirectly, by the director as at
December 31 of the year reported. Subsequent to December 31, 2015, Mr. Williams acquired 836 common shares through Suncor's employee savings plan. As at February 22,
2016, there had been no other changes to the share ownership of the directors from December 31, 2015.



	(2)
	Reflects
deferred share units ("DSUs") granted to the directors. DSUs are not voting securities and exclude fractional amounts. DSUs were granted pursuant to the Suncor Deferred Share
Unit Plan (the "DSU Plan") and the closed Petro-Canada Deferred Stock Unit Plan (Non-Employee Directors of Petro-Canada) (the "PCCDSU Plan"). See "Board of Directors
Compensation – Equity Based Compensation" on page 20 and "Summary of Incentive Plans – Closed Plans" on
page 64 of this management proxy circular.



	(3)
	Reflects
the number of Suncor common shares and DSUs held by the director multiplied by the closing price on the Toronto Stock Exchange (the "TSX") of a Suncor common share on
December 31 of the year reported (December 31, 2015 ($35.72), December 31, 2014 ($36.90) and December 31, 2013 ($37.24)).



	(4)
	Current
status reflects the multiple of the share ownership target met by the director as at December 31, 2015. See "Board of Directors
Compensation – Structure – Building Equity Ownership" on page 17 of this management proxy circular for non-employee
directors and "Compensation Discussion and Analysis – Our Approach to Executive Compensation – Executive Share Ownership
Guidelines" on page 35 of this management proxy circular for Mr. Williams. Ms. Côté and Ms. Bedient have five years from the date they joined
the Board on February 3, 2015 and February 24, 2016, respectively, to attain the required share ownership level.



	(5)
	Ms. Bedient
was appointed to the Board effective February 24, 2016. Accordingly, information as to 2015 Board and committee meeting attendance, prior annual general
meeting voting results, DSU holdings as at December 31, 2015 and share ownership target as at December 31, 2015 is not applicable to her. Ms. Côté
was appointed to the Board effective February 3, 2015. Accordingly, information as to annual general meeting voting results for 2014, DSU holdings as at December 31, 2014 and share
ownership target as at December 31, 2015 is not applicable to her.



	(6)
	Mr. Benson
and Ms. McCaw have been appointed to the Canadian Oil Sands Limited ("COS") board of directors (the "COS Board") on an interim basis in connection with
Suncor's recent acquisition of a majority of the common shares of COS. On February 22, 2016, COS mailed a circular to its shareholders asking the shareholders to approve a transaction
(the "Second Stage Transaction"), whereby Suncor would acquire all of the remaining shares of COS that it does not currently own. Shortly after the completion of the Second Stage Transaction,
which is expected to be completed on or about March 21, 2016, Mr. Benson and Ms. McCaw will resign from the COS Board.



	(7)
	Messrs. Benson,
Huff and O'Brien and Ms. Thomas also held stock options as at December 31, 2015 as set forth in Schedule C of this management proxy
circular. All such stock options were granted prior to December 31, 2008, as Suncor discontinued grants effective January 1, 2009 for non-employee directors. Mr. Williams also
holds stock options that were granted to him in his capacity as an executive officer of Suncor, as set forth in Schedule D of this management proxy circular.



	(8)
	Ms. Côté
became a member of the Audit Committee and Environment, Health, Safety and Sustainable Development ("EHS&SD") Committee upon her
appointment to the Board on February 3, 2015. In April 2015, Ms. McCaw stepped down as a member of the EHS&SD Committee and became a member of the Governance Committee, and
Ms. Thomas stepped down as a member of the Governance Committee and became chair of the EHS&SD Committee.



	(9)
	Ms. Côté
has informed Suncor that she will be standing for election as a director of Transcontinental Inc. at its annual meeting of
shareholders to be held on March 9, 2016.



	(10)
	Ms. McCaw
and Mr. Simpson served on the Petro-Canada Board of Directors as follows: Ms. McCaw, April 27, 2004 to July 31, 2009; and
Mr. Simpson, July 28, 2004 to July 31, 2009.



	(11)
	Ms. McCaw's
Suncor common shares and values based on this number have been restated for 2014. 









 Cease Trade Orders, Bankruptcies, Penalties or
Sanctions. No proposed director is, as at the date hereof, or has been in the last ten years, a director, chief executive officer or chief financial
officer of any company (including Suncor) that (a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities
legislation, for a period of more than 30 consecutive days, that was issued while the proposed director was acting in that capacity, or (b) was subject to a cease trade order or similar
order or an order that denied the company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the
proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in that capacity. 


No
proposed director is, as at the date hereof, or has been in the last ten years, a director or executive officer of any company that, while that person was acting in that capacity, or within a year
of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement
or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, other than Mr. Benson, a current and proposed director of Suncor, who was a
director of Winalta Inc. ("Winalta") when it obtained an order on April 26, 2010 from the Alberta Court of Queen's Bench providing for creditor protection under the  Companies' Creditors Arrangement
Act (Canada). A plan of arrangement for Winalta received court confirmation later that year, and Mr. Benson
ceased to be a director of Winalta in May of 2013. 


No
proposed director has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings,
arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets. 


No
proposed director has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a
settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a
reasonable securityholder in deciding whether to vote for a proposed director. 








 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
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13









 





  





Appointment of Auditors


Management and the Board propose that PricewaterhouseCoopers LLP be re-appointed as Suncor's auditors until the close of the next annual meeting.
PricewaterhouseCoopers LLP have been Suncor's auditors for more than five years. Unless authority to do so is withheld, the persons named in the form of proxy intend to vote FOR the appointment
of PricewaterhouseCoopers LLP. 


Fees
paid and payable to PricewaterhouseCoopers LLP for the years ended December 31, 2014 and 2015 are detailed below. 



	





 ($ thousands)	 	





 2015	 	





 2014	 
	








	Audit Fees	 	5 823	 	6 590	 
	









	Audit-Related Fees	 	483	 	497	 
	








	Tax Fees	 	88	 	90	 
	








	All Other Fees	 	15	 	15	 
	








	Total	 	6 409	 	7 192	 
	













The nature of each category of fees is as follows: 








Audit Fees. Audit Fees were paid, or are payable,
for professional services rendered by the auditors for the audit of Suncor's annual financial statements, or services provided in connection with statutory and regulatory filings
or engagements. 








 Audit-Related Fees. Audit-Related Fees were paid
for professional services rendered by the auditors for the review of quarterly financial statements and for the preparation of reports on specified procedures as they relate to audits of joint
arrangements and attest services not required by statute or regulation. 








Tax Fees. Tax Fees for corporate tax filings and
tax planning were paid in a foreign jurisdiction where Suncor has limited activity. 








 All Other Fees. All Other Fees were subscriptions
to auditor-provided and supported tools. 


All
services described beside the captions "Audit Fees", "Audit-Related Fees", "Tax Fees" and "All Other Fees" were approved by the Audit Committee in compliance with paragraph (c)(7)(i) of
Rule 2-01 of Regulation S-X under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). None of the
fees described above were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Regulation S-X under the Exchange Act. 








14   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 







 Advisory Vote on Approach to Executive Compensation


The
Board believes that shareholders should have the opportunity to fully understand the objectives, philosophy and principles that the Board has used to make executive compensation decisions. 


We
hope you will carefully review the "Letter to Shareholders" beginning on page 23 and our "Compensation Discussion and Analysis" beginning on page 26 of this management proxy circular
before voting on this matter. We encourage any shareholder who has comments on our approach to executive compensation to forward these comments to the chair of the Human Resources &
Compensation Committee ("HR&CC") c/o the Corporate Secretary, Suncor Energy Inc., P.O. Box 2844, 150 – 6th Avenue S.W.,
Calgary, Alberta, T2P 3E3. The "Compensation Discussion and Analysis" section discusses our compensation philosophy and approach to executive compensation, what our Named Executive Officers are
paid and how their level of compensation is determined. This disclosure has been approved by the Board on the recommendation of the HR&CC. 


At
the meeting, shareholders will have an opportunity to vote on our approach to executive compensation through consideration of the following advisory resolution: 


"RESOLVED,
on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the
management proxy circular of Suncor Energy Inc. delivered in advance of its 2016 annual meeting of shareholders." 


As
this is an advisory vote, the results will not be binding upon the Board. However, in considering its approach to compensation in the future, the Board will take into account the results of the
vote, together with feedback received from shareholders in the course of our engagement activities. Since instituting a vote on an advisory resolution on our approach to executive compensation in
2011, Suncor has received strong support from shareholders with an average of 93.4% of votes "for", including 93.5% of the votes cast in favour in 2015. 









 Shareholder Proposals


Set
forth in Schedules A and B of this management proxy circular are the shareholder proposals that have been submitted for consideration at the meeting and the Board's and management's
voting recommendations thereon. 








 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





 15









 





  






 BOARD OF DIRECTORS COMPENSATION








 Philosophy and Approach











Philosophy. Compensation of non-employee
directors is intended to: 


	•
	provide
an appropriate level of remuneration to enable Suncor to attract highly qualified individuals with the capability to meet the demanding responsibilities of Board
members; and



	•
	closely
align non-employee directors' interests with shareholder interests. 









Approach. The Governance Committee reviews Board
compensation levels periodically to ensure Suncor's approach to Board compensation is competitive at the median of the Suncor Compensation Peers (as defined below), and takes into account
governance and best practice trends. 


The
total compensation structure for non-employee directors consists of annual retainers, meeting fees and an annual equity award provided in the form of DSUs. 


When
reviewing Board compensation levels, the Governance Committee engages Willis Towers Watson to benchmark compensation for non-employee directors and the Board chair and provide information on
Board compensation governance and best practice trends. This information is used by the Governance Committee in determining the compensation components, mix and pay level for non-employee directors,
including the Board chair, that is recommended to the full Board for approval. 











Structure


Suncor's North American energy peers, identified on page 34 of this management proxy circular (the "Suncor Compensation Peers"), used for benchmarking Suncor's
non-employee director and Board chair compensation structure are the same companies used for benchmarking senior executive compensation. Suncor's rank, as compared to the Suncor Compensation Peers, in
relation to revenue, assets and market capitalization, is also provided on page 34 of this management proxy circular. 


The
following tables display the compensation structure for 2015 for all non-employee directors, including the Board chair. 



	





 Compensation Structure Components for Non-Employee Directors (Excluding Board chair)	 	





 ($)	 
	








	Retainer and Fees	 	 	 
	








	Annual Retainer(1)	 	50 000	 
	








	Annual Committee Chair Retainer:	 	 	 
	








	 	Audit Committee	 	25 000	 
	








	 	HR&CC	 	15 000	 
	








	 	EHS&SD Committee and Governance Committee	 	10 000	 
	








	Annual Committee Member Retainer:	 	 	 
	








	 	Audit Committee	 	6 000	 
	








	 	EHS&SD Committee, Governance Committee and HR&CC	 	5 000	 
	








	Board Meeting Fee and Committee Meeting Fee	 	1 500	 
	









	Travel within continental North America (Per Round Trip)(2)	 	1 500	 
	








	Travel originating from outside continental North America (Per Round Trip)(3)	 	3 000	 
	








	
Annual Equity	
 	

 	

 
	








	Annual DSU target value(4)	 	217 500	 
	



















16   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 


	





 Compensation Structure for Board chair(5)	 	





 ($)	 
	








	Retainer and Fees	 	 	 
	








	Annual Retainer(1)	 	250 000	 
	








	Travel within continental North America (Per Round Trip)(2)	 	1 500	 
	








	Travel originating from outside continental North America (Per Round Trip)(3)	 	3 000	 
	








	
Annual Equity	
 	

 	

 
	








	Annual DSU target value(4)	 	280 000	 
	












	(1)
	Annual
retainer is payable as elected by the non-employee director. Each year, a non-employee director may elect to receive his or her fees in 100% cash, 50% cash and 50% DSUs or 100%
DSUs. All non-employee directors must receive at least 50% of their annual retainer and meeting fees in DSUs until the share ownership guideline level has been met.



	(2)
	Provides
for travel from residence within continental North America to attend Board, committee or orientation meetings.



	(3)
	Provides
for travel from residence outside North America to attend Board, committee or orientation meetings.



	(4)
	The
number of DSUs to be awarded in 2015 was set by the Board at the beginning of 2015 based on a target value for non-employee directors (other than the Board chair) of $217,500
(which equaled 5,960 DSUs) and the Board chair of $280,000 (which equaled 7,680 DSUs). DSUs are awarded in equal quarterly installments.



	(5)
	No
other compensation was payable to the Board chair for 2015. 









 Committee Membership. The following
table sets forth the current committee members, all of whom are non-employee and independent directors. 



	





 Committee Members
	 	





 Audit

Committee
	 	





 EHS&SD

Committee
	 	





 Governance

Committee
	 	





 HR&CC
	 

	








	Mel E. Benson	 	 	 	ü	 	 	 	ü	 
	








	Jacynthe Côté	 	ü	 	ü	 	 	 	 	 
	








	Dominic D'Alessandro	 	ü	 	 	 	Chair	 	 	 
	








	W. Douglas Ford	 	 	 	 	 	ü	 	ü	 
	








	John D. Gass	 	 	 	ü	 	 	 	Chair	 
	








	John R. Huff	 	 	 	ü	 	 	 	ü	 
	








	Maureen McCaw	 	ü	 	 	 	ü	 	 	 
	








	Michael W. O'Brien	 	Chair	 	 	 	ü	 	 	 
	








	Eira M. Thomas	 	 	 	Chair	 	 	 	ü	 
	








	Michael M. Wilson	 	ü	 	 	 	ü	 	 	 
	



















Building Equity Ownership. Share
ownership guidelines are one way non-employee directors demonstrate their commitment to Suncor's long-term success and alignment with shareholders. For 2015, share ownership guidelines were $1,400,000
for the Board chair and $540,000 for all other non-employee directors. The level of ownership must be attained by each director within five years of when he or she is first elected or appointed.
Suncor common shares and DSUs count toward the share ownership guideline. 


As
at December 31, 2015, all non-employee directors, including the Board chair, have met or are on track to meet the share ownership guidelines. New directors have five years from the date they
join the Board to attain the current share ownership level. 



	




"A substantial share ownership requirement of more than $500,000, which has been increased to $800,000 for 2016, for non-employee directors, demonstrates alignment with
shareholders' interests."






Share
ownership guidelines are reviewed periodically based on survey data. 








SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





17








 







 Total Compensation








Total Compensation Summary. The following table
provides information on the total compensation paid to the non-employee directors for the year ended December 31, 2015. 



	





 ($)	 	 	 	 	 	 	 
	








	





 Name(1)	 	





 Total

Fees Paid	 	





 Share-Based

Awards(2)	 	





 Total

Compensation(3)	 
	








	Mel E. Benson	 	82 500	 	211 714	 	294 214	 
	








	Jacynthe Côté	 	88 916	 	427 444	 	516 360	 
	








	Dominic D'Alessandro	 	97 500	 	211 714	 	309 214	 
	








	W. Douglas Ford	 	90 000	 	211 714	 	301 714	 
	








	John D. Gass	 	97 000	 	211 714	 	308 714	 
	








	Paul Haseldonckx(4)	 	38 500	 	54 385	 	92 885	 
	








	John R. Huff	 	88 500	 	211 714	 	300 214	 
	








	Jacques Lamarre(4)	 	29 333	 	54 385	 	83 718	 
	








	Maureen McCaw	 	95 500	 	211 714	 	307 214	 
	








	Michael W. O'Brien	 	113 000	 	211 714	 	324 714	 
	








	James W. Simpson	 	250 000	 	272 813	 	522 813	 
	








	Eira M. Thomas	 	92 250	 	211 714	 	303 964	 
	








	Michael M. Wilson	 	89 500	 	211 714	 	301 214	 
	








	Total	 	1 252 499	 	2 714 453	 	3 966 952	 
	












	(1)
	Mr. Williams,
Suncor's President and CEO, did not receive compensation for serving as a member of the Board. Please refer to page 54 of this management proxy circular
for specifics of the compensation provided to Mr. Williams for the year ended December 31, 2015. Ms. Bedient is not represented in the Board compensation tables, as she was
appointed to the Board subsequent to December 31, 2015.



	(2)
	Share-based
awards consist of DSUs, which are determined annually and awarded in equal quarterly installments, and in the case of Ms. Côté, also
include DSUs granted upon joining the Board. Effective November 16, 2015, the HR&CC approved changing the grant date market value calculation for DSUs under the DSU Plan. Grant date fair market
value was calculated based on the average of the high and low price of a Suncor common share on the TSX for the trading day immediately preceding the date of each quarterly award for the first three
quarters of 2015 and was based on the five trading days immediately preceding the date of the quarterly award for the last quarter of the year ($36.50, $34.03, $35.09 and $36.47, respectively). For
Ms. Côté, who also received a joining grant in 2015, the value used for this joining award was $39.24. DSUs cannot be redeemed by non-employee directors until they
cease to hold office.



	(3)
	Suncor
does not provide stock options, pension benefits, non-equity incentives or other compensation to non-employee directors.



	(4)
	Messrs. Haseldonckx
and Lamarre retired from the Board on April 30, 2015. 









18   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 







Fees Paid. The following table
provides a detailed breakdown of the fees paid to our non-employee directors for the year ended December 31, 2015. Fees are paid quarterly. 



	





  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	






 ($)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	








	





 Name	 	





 Retainer

Fee	 	





 Committee

Retainer

Fee	 	





 Committee

Chair

Retainer

Fee	 	





 Board

Attendance

Fee	 	





 Committee

Attendance

Fee	 	





 Travel

Fees	 	





 Total Fees

Paid(1)	 	





 Fees

Taken in

DSUs	 	






 Fees

Taken in

Cash	 
	








	Mel E. Benson	 	50 000	 	10 000	 	—	 	9 000	 	13 500	 	—	 	82 500	 	—	 	82 500	 
	








	Jacynthe Côté	 	45 833	 	10 083	 	—	 	10 500	 	16 500	 	6 000	 	88 916	 	88 916	 	—	 
	








	Dominic D'Alessandro	 	50 000	 	6 000	 	10 000	 	7 500	 	18 000	 	6 000	 	97 500	 	97 500	 	—	 
	








	W. Douglas Ford	 	50 000	 	10 000	 	—	 	9 000	 	15 000	 	6 000	 	90 000	 	90 000	 	—	 
	








	John D. Gass	 	50 000	 	5 000	 	15 000	 	7 500	 	13 500	 	6 000	 	97 000	 	48 500	 	48 500	 
	








	Paul Haseldonckx(2)	 	16 667	 	2 000	 	3 333	 	4 500	 	9 000	 	3 000	 	38 500	 	—	 	38 500	 
	








	John R. Huff	 	50 000	 	10 000	 	—	 	9 000	 	13 500	 	6 000	 	88 500	 	88 500	 	—	 
	








	Jacques Lamarre(2)	 	16 667	 	3 666	 	—	 	1 500	 	6 000	 	1 500	 	29 333	 	24 250	 	5 083	 
	








	Maureen McCaw	 	50 000	 	11 000	 	—	 	9 000	 	18 000	 	7 500	 	95 500	 	—	 	95 500	 
	









	Michael W. O'Brien	 	50 000	 	5 000	 	25 000	 	9 000	 	19 500	 	4 500	 	113 000	 	—	 	113 000	 
	








	James W. Simpson	 	250 000	 	—	 	—	 	—	 	—	 	—	 	250 000	 	—	 	250 000	 
	








	Eira M. Thomas	 	50 000	 	6 250	 	7 500	 	9 000	 	15 000	 	4 500	 	92 250	 	—	 	92 250	 
	








	Michael M. Wilson	 	50 000	 	11 000	 	—	 	9 000	 	19 500	 	—	 	89 500	 	89 500	 	—	 
	








	Total	 	779 167	 	89 999	 	60 833	 	94 500	 	177 000	 	51 000	 	1 252 499	 	527 166	 	725 333	 
	












	(1)
	Amounts
reflect aggregate value of fees paid in cash and/or DSUs.



	(2)
	Messrs. Haseldonckx
and Lamarre retired from the Board on April 30, 2015. 








 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





19







 







 Equity Based Compensation








Annual DSU Grant. Non-employee directors
participate in the Suncor Deferred Share Unit Plan (previously defined herein as the "DSU Plan"). When redeemed after leaving the Board, each DSU pays the holder the then current cash equivalent of
the market price per share, as calculated in accordance with the DSU Plan. DSUs are an important component of non-employee director compensation, as they provide a stake in Suncor and promote greater
alignment between directors and shareholders and are considered to be a preferred form of non-employee director compensation under current governance best practice. 



	




"DSUs, which represent over 70% of the annual target pay for non-employee directors, other than the Board chair for whom they represent over 50%, provide a meaningful portion
of target pay tied to Suncor's long-term success."






Under
the DSU Plan, each non-employee director receives an annual DSU grant as part of his or her total compensation. The annual grant of DSUs is generally awarded in equal quarterly installments. 


Each
non-employee director, other than Mr. Simpson, who is Board chair, Ms. Côté, who became a member of the Board on February 3, 2015,
Messrs. Haseldonckx and Lamarre, who retired from the Board on April 30, 2015, and Ms. Bedient, who was appointed to the Board subsequent to year end, received 5,960 DSUs
in 2015. The Board chair received 7,680 DSUs.
Ms. Côté received 11,423 DSUs, comprised of a prorated annual grant of 5,463 DSUs and a joining grant of 5,960 DSUs.
Messrs. Haseldonckx and Lamarre received 1,490 DSUs each. In 2015, non-employee directors, including the Board chair, received an aggregate of 75,723 DSUs. 


For
each new non-employee director, the DSU Plan provides for a joining grant of DSUs equal to the annual grant for the year in which he or she is appointed to the Board. New non-employee directors,
including any new Board chair, who join the Board during the year will receive a pro-rated annual DSU grant based on the date they join the Board. 









 Fees Paid in DSUs. Until share ownership guidelines
for non-employee directors are met (see page 17 of this management proxy circular for details), non-employee directors receive one-half or, if they choose, all of their fees (excluding
expense reimbursements) in the form of DSUs. The number of DSUs to be credited to the non-employee director's account on each payment date is equal to the number of Suncor common shares that could
have been purchased based on the market value on the quarterly payment date based on the fees allocated to the director. On each dividend payment date for Suncor common shares, an additional number of
DSUs, equivalent to the number of Suncor common shares that could have been acquired on that date by notional dividend reinvestment based on the market value, are credited to the non-employee
directors' DSU accounts. 








Redemption of DSUs. DSUs are redeemed when a
non-employee director ceases to hold office, or on a date elected by that director prior to November 30 of the following calendar year. For directors subject to payment of U.S. federal
tax, the redemption period to elect payout of the DSUs they hold commences on the first day of the calendar year following the year in which the non-employee director ceases to be a member of the
Board, and ends on November 30 of that same year. However, no redemption will be permitted within the first six months following separation from service by a U.S. taxpayer who is
considered a "specified employee". The cash payment at redemption is calculated by multiplying the number of DSUs by the then-current market value of a Suncor common share. 








Stock Options. In line with governance best
practice, stock option grants to non-employee directors were discontinued effective January 1, 2009. For additional information on any remaining stock options awarded prior to 2009 and held by
certain non-employee directors, see Schedule C. 








 Director Equity Compensation Hedging. Pursuant to
Suncor's policies, directors are not permitted to engage in short selling in Suncor common shares or purchase financial instruments (including, for greater certainty, puts, options, calls, prepaid
variable forward contracts, equity swaps, collars or units of exchange funds) that are designed to hedge or offset a change in the market value of Suncor common shares or other securities of Suncor
held by the director. 








 20   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 







Option-Based and Share-Based Awards. The following
table provides information about option-based and share-based awards outstanding for our non-employee directors as at December 31, 2015. For further details, including the exercise price and
expiration date, of any option-based award held by non-employee directors as at December 31, 2015, see Schedule C. 



	 	 	






 Option-Based Awards	 	






 Share-Based Awards	 
	 	 	







	 	








	





 Name	 	





 Aggregate number of securities

underlying unexercised options	 	





 Aggregate value of unexercised

'in-the-money' options(1)

($)	 	





 Aggregate market or payout value

of vested share-based awards

not paid out or distributed(2)

($)	 
	








	Mel E. Benson	 	16 000	 	—	 	2 876 603	 
	








	Jacynthe Côté	 	—	 	—	 	507 581	 
	








	Dominic D'Alessandro	 	—	 	—	 	2 184 885	 
	








	W. Douglas Ford	 	16 000	 	—	 	3 492 487	 
	








	John D. Gass	 	—	 	—	 	732 260	 
	








	Paul Haseldonckx(3)	 	—	 	—	 	—	 
	








	John R. Huff	 	16 000	 	—	 	4 415 635	 
	








	Jacques Lamarre(3)	 	—	 	—	 	—	 
	








	Maureen McCaw	 	—	 	—	 	2 318 157	 
	








	Michael W. O'Brien	 	16 000	 	—	 	2 615 918	 
	








	James W. Simpson	 	—	 	—	 	2 170 562	 
	








	Eira M. Thomas	 	24 000	 	—	 	2 420 244	 
	








	Michael M. Wilson	 	—	 	—	 	806 808	 
	








	Total	 	88 000	 	—	 	24 541 140	 
	












	(1)
	Value
of options reported reflects the "in-the-money" amount (the difference between the closing price on the TSX of a Suncor common share on December 31, 2015 ($35.72)
and the exercise price of the options) held as at December 31, 2015. There were no unexercised "in-the-money" options held by directors as of such date. 


	(2)
	Consists
of fees taken in DSUs, annual award of DSUs administered quarterly, and in the case of Ms. Côté, a joining award of DSUs, all issued
under the DSU Plan and the closed PCCDSU Plan. All share-based awards held by non-employee directors have vested but cannot be redeemed until they cease to hold office. Calculated based on the closing
price on the TSX of a Suncor common share on December 31, 2015 ($35.72). 


	(3)
	Messrs. Haseldonckx
and Lamarre retired from the Board on April 30, 2015 and redeemed their share-based awards following retirement. 









Share-Based Awards – Value Vested or Earned
During the Year. The following table provides the value vested in relation to share-based awards held by our non-employee directors during the year
ended December 31, 2015. 



	





 Name	 	





 Share-based awards Value vested during the year(1)

($)	 
	









	Mel E. Benson	 	211 714	 
	








	Jacynthe Côté	 	427 444	 
	








	Dominic D'Alessandro	 	211 714	 
	








	W. Douglas Ford	 	211 714	 
	








	John D. Gass	 	211 714	 
	








	Paul Haseldonckx(2)	 	54 385	 
	








	John R. Huff	 	211 714	 
	








	Jacques Lamarre(2)	 	54 385	 
	








	Maureen McCaw	 	211 714	 
	








	Michael W. O'Brien	 	211 714	 
	








	James W. Simpson	 	272 813	 
	








	Eira M. Thomas	 	211 714	 
	








	Michael M. Wilson	 	211 714	 
	








	Total	 	2 714 453	 
	












	(1)
	Share-based
awards consist of DSUs, which are determined annually and awarded in equal quarterly installments, and in the case of Ms. Côté, also
include DSUs granted upon joining the Board. Effective November 16, 2015, the HR&CC approved changing the grant date market value calculation for DSUs under the DSU Plan. Grant date fair market
value was calculated based on the average of the high and low price of a Suncor common share on the TSX for the trading day immediately preceding the date of each quarterly award for the first three
quarters of 2015 and was based on the five trading days immediately preceding the date of the quarterly award for the last quarter of the year ($36.50, $34.03, $35.09 and $36.47, respectively). For
Ms. Côté, who also received a joining grant in 2015, the value used for this joining award was $39.24. DSUs cannot be redeemed by non-employee directors until they
cease to hold office. 


	(2)
	Messrs. Haseldonckx
and Lamarre retired from the Board on April 30, 2015. 








 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
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21







 







Director Value at Risk. The
following table provides the aggregate equity holdings of current non-employee directors for the years ended December 31, 2014 and 2015 as well as the net change during 2015 and the total value
at risk as at December 31, 2015. 



	 	 	






 December 31, 2014	 	






 December 31, 2015	 	






 Net Change During 2015	 	 	 
	 	 	







	 	








	 	







	 	 	 
	





 Name	 	





 Shares	 	





 Share-

based

awards (1)	 	





 Options	 	





 Shares	 	





 Share-

based

awards (1)	 	





 Options	 	





 Shares	 	





 Share-

based

awards (2)	 	





 Options	 	





 Total value

at risk (3)(4)

($)	 
	








	Mel E. Benson	 	17 548	 	72 143	 	16 000	 	17 548	 	80 532	 	16 000	 	—	 	8 389	 	—	 	3 503 418	 
	








	Jacynthe Côté	 	—	 	—	 	—	 	—	 	14 210	 	—	 	—	 	14 210	 	—	 	507 581	 
	








	Dominic D'Alessandro	 	10 000	 	50 701	 	—	 	10 000	 	61 167	 	—	 	—	 	10 466	 	—	 	2 542 085	 
	








	W. Douglas Ford	 	—	 	86 357	 	24 000	 	—	 	97 774	 	16 000	 	—	 	11 417	 	(8 000	)	3 492 487	 
	








	John D. Gass	 	6 698	 	12 670	 	—	 	6 698	 	20 500	 	—	 	—	 	7 830	 	—	 	971 513	 
	








	John R. Huff	 	43 256	 	111 424	 	24 000	 	30 019	 	123 618	 	16 000	 	(13 237	)	12 194	 	(8 000	)	5 487 914	 
	








	Maureen McCaw(5)	 	5 419	 	57 001	 	—	 	5 574	 	64 898	 	—	 	155	 	7 897	 	—	 	2 517 260	 
	








	Michael W. O'Brien	 	11 308	 	65 075	 	16 000	 	11 308	 	73 234	 	16 000	 	—	 	8 159	 	—	 	3 019 840	 
	








	James W. Simpson	 	4 736	 	51 314	 	—	 	4 736	 	60 766	 	—	 	—	 	9 452	 	—	 	2 339 731	 
	









	Eira M. Thomas	 	4 000	 	59 770	 	24 000	 	4 000	 	67 756	 	24 000	 	—	 	7 986	 	—	 	2 563 124	 
	








	Michael M. Wilson	 	10 000	 	13 566	 	—	 	10 000	 	22 587	 	—	 	—	 	9 021	 	—	 	1 164 008	 
	












	(1)
	Includes
DSUs issued under the DSU Plan and closed PCCDSU Plan.



	(2)
	Consists
of DSUs issued under the DSU Plan.



	(3)
	Value
of shares and DSUs is calculated based on the closing price on the TSX of a Suncor common share on December 31, 2015 ($35.72).



	(4)
	Value
of options reported reflects the "in-the-money" amount (the difference between the closing price on the TSX of a Suncor common share on December 31, 2015 ($35.72)
and the exercise price of the options) held as at December 31, 2015. There were no unexercised "in-the-money" options held by directors as of such date.



	(5)
	Ms. McCaw's
shares have been restated for 2014. 

















 Looking Ahead to 2016:


The
Governance Committee did not recommend any changes to non-employee director and Board chair compensation for 2016. 


Following
a review of current share ownership guidelines in November 2015, the Governance Committee recommended to the Board that the current share ownership guideline level for non-employee
directors be increased from $540,000 to $800,000 beginning in 2016. This level of share ownership represents approximately three times the annual retainer and annual equity award target value for
directors and places Suncor well above the median of the Suncor Compensation Peers in terms of this metric. 


No
change was recommended to the Board chair share ownership guideline, as the share ownership guideline level remains above the median of the Suncor Compensation Peers. 











22   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016









 





  





 EXECUTIVE COMPENSATION








 Letter to Shareholders


To
Our Fellow Shareholders: 


As
the chair of the Human Resources and Compensation Committee ("HR&CC") and chair of the Board of Directors (the "Board") of Suncor Energy Inc. ("Suncor"), we're pleased to share with
you how we manage senior executive compensation at Suncor and how the company's programs align with short- and long-term performance. 









 2015 Business Environment. In 2015, the energy
industry faced a volatile, rapidly changing and very challenging business environment, highlighted by a dramatic drop in crude prices. The Board recognizes this has had a significant effect on share
prices and ultimately on shareholder value in the industry and that Suncor shareholders were not immune. 


However,
the Board and the executive leadership team, led by our President and CEO, have responded strongly to this difficult environment. Suncor's integrated strategy, sound balance sheet, capital
discipline and continued asset reliability improvements proved to be a solid foundation to weather the deteriorating conditions. We took swift and meaningful action to control operating expenditures
and drive efficiencies during 2015 and into 2016. This enabled Suncor to ride out the current downturn and helped ensure the company is well positioned to deliver profitable growth and sustained
long-term value for our shareholders. 








Responsible Management of Executive Compensation.
Suncor's strong pay-for-performance philosophy underpins the design of our programs, which is demonstrated in the proportion of at risk mid- and long-term incentives provided to our senior executives
in their total direct compensation. The performance of our company and our senior executives is evaluated annually against goals that are set through a rigorous process focused on continuous
improvement. We also review our senior executive compensation governance practices regularly to ensure they align with leading practices and shareholder interests. 


The
HR&CC reviewed our senior executive compensation programs during the fourth quarter of 2015 and did not identify the need for any changes in the total direct compensation structure. We believe
this structure is aligned with leading practices. Importantly, the decision was also made that 2016 annual base salaries will continue to be held at 2014 levels. 


More
information on Suncor's compensation programs and governance practices can be found beginning on page 26 of our management proxy circular. 









 Suncor's Market for Senior Executives. Suncor is a
substantial company with global operations and multiple business units. We were the largest energy company by market capitalization in Canada, and the sixth largest in North America at the end
of 2015. 


Given
the size and scope of Suncor, we compete with comparable energy companies across North America for top executive talent. To ensure that executive pay programs are competitive, we look to a group
of Canadian and U.S. energy companies when we benchmark pay levels for our senior executive team. 



Consistent
with our approach to benchmarking pay, we measure our total shareholder return performance under our Performance Share Unit ("PSU") plan against a very similar group of peers. This approach
aligns with our pay philosophy, ensuring that we provide competitive pay and that Suncor's performance relative to our peers directly impacts the ultimate pay realized by our senior executives. 








Supporting Performance. Suncor's senior executive
compensation program is designed to support and reinforce Suncor's value drivers and the attraction and retention of skilled and talented leaders. The value drivers include achieving and maintaining
safe and reliable operations, environmentally and socially responsible practices and industry leading returns. Our success in these areas will drive long-term value for our shareholders. 


For
2012 through 2015, Suncor has demonstrated strong performance in a number of key operational areas and in total shareholder return ("TSR") compared to peers and the S&P/TSX Capped
Energy Index. 


The
charts that follow display Suncor's performance over time in two important areas: Suncor's Recordable Injury Frequency ("RIF"), a key safety measure, as compared to Canadian Association of
Petroleum Producers ("CAPP") industry data; and Suncor's TSR compared to the median of our peer group used for benchmarking senior executive compensation and to the median of the S&P/TSX Capped Energy
Index. We focus on TSR for the period 2012 through 2015 to reflect performance during Steve Williams' tenure as President and CEO. 








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23







 


	

 	 	

 





Safety is an important value driver for Suncor in support of sustainable development and achieving long-term operational and financial success. Our ongoing
focus on safety has resulted in continuing improvement in RIF over the period. 


Suncor's
TSR during the 2012 through 2015 period outperformed peers three of the four years, including by a significant margin in 2015. We outperformed the median of the S&P/TSX Capped Energy Index in
all four years. Suncor also increased its dividend by 12% in 2015. This followed increases of 40% in 2014 and of 54% in 2013. 



While
the industry faced significant volatility and a challenging business environment in 2015, Suncor distinguished itself with overall strong operating and financial performance compared to its
peers. Information on the performance, accomplishments and compensation of our Named Executive Officers ("NEOs") can be found beginning on page 38 of our management proxy circular. 








2015 President and CEO Pay Outcomes. Almost 90% of
the President and CEO's 2015 total direct compensation varied with performance and approximately 68% was provided in the form of mid- to long-term incentives, tying a substantial
portion of the President and CEO's compensation to increasing shareholder value. In 2015, Mr. Williams' total direct compensation (which includes his actual salary + actual
bonus + the grant date fair value of his annual mid- to- long-term incentive awards) was $12.8 million, up 4% from $12.3 million for 2014. 








Realizable Long-Term Pay Aligns With Shareholders'
Interests. The equity based and performance contingent structure of our mid- to long-term compensation programs ensures that the value ultimately
received by our NEOs is aligned with our shareholders. Over the 2013 to 2015 period, aggregate realizable total direct compensation of our NEOs was approximately 14% lower than the value reported in
the summary compensation table. 


While
the NEOs have realized better than target short-term incentive compensation from strong operational performance over the period, the aggregate realizable value of the annual mid- to long-term
incentive compensation was 19% below the value reported in the summary compensation table for the 2013 to 2015 period. 


The
realizable value reflects both the "in-the-money" value of stock options based on the absolute share price increase from the date of the long-term compensation award and TSR performance relative
to peers under the PSU plan. The realizable value of the mid- and long-term incentive compensation was generally in line with Suncor's share price and relative TSR performance over the period and
reinforces Suncor's pay-for-performance philosophy and alignment with shareholder interests. 








24   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 







 Looking Ahead to 2016. The dramatic collapse in oil
prices during 2015 and into early 2016 has proven to be a significant challenge for energy industry companies. We strongly believe that Suncor is well positioned to respond to this challenge in 2016
and over the longer term and we will continue to take steps to preserve the interests of and grow value for our shareholders. 


Your
Board, with the support of the HR&CC, is committed to ensuring that Suncor's senior executive compensation continues to be aligned with our shareholders' interests and supports Suncor's near-term
and longer-term competitiveness and future success. 


We
welcome shareholder feedback on Suncor's business operations, policies and practices, including executive compensation. 


Sincerely,




	

 	 	

 
	





 John D. Gass

Chair of the

Human Resources &

Compensation Committee	 	





 James W. Simpson

Chair of the Board










SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
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25









 





  





COMPENSATION DISCUSSION AND ANALYSIS



	





  	 	





 Page	 
	








	2015 Named Executive Officers	 	26	 
	








	Pay and Performance Overview	 	26	 
	








	Compensation Governance	 	30	 
	








	Our Approach to Executive Compensation	 	33	 
	








	Compensation of the Named Executive Officers	 	38	 
	








	2015 Performance	 	43	 
	








	Executive Compensation Alignment with Shareholder Value	 	49	 
	



















2015 Named Executive Officers


The persons (the "NEOs" or "Named Executive Officers") who are the focus of the Compensation Discussion and Analysis and who appear in the compensation
tables are: 



	





 




	 	 	 	 
	








	STEVEN W. WILLIAMS	 	S.W. WILLIAMS	 	PRESIDENT AND CHIEF EXECUTIVE OFFICER
	








	ALISTER COWAN	 	A. COWAN	 	EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
	








	MARK S. LITTLE	 	M.S. LITTLE	 	EXECUTIVE VICE PRESIDENT, UPSTREAM
	








	MICHAEL R. MACSWEEN	 	M.R. MACSWEEN	 	EXECUTIVE VICE PRESIDENT, MAJOR PROJECTS
	








	STEPHEN D.L. REYNISH	 	S.D.L. REYNISH	 	EXECUTIVE VICE PRESIDENT, STRATEGY & CORPORATE DEVELOPMENT
	



















Pay and Performance Overview


Suncor's
executive compensation programs are designed to align the interests of our executives with shareholders, rewarding executives for delivering annual and longer term results and building
sustainable shareholder value. 


Our
business is linked to the commodity cycle with significant and long-term capital needs, and requires focus on profitable growth that is achieved through capital discipline and reliable
operations conducted in a safe and environmentally and socially responsible way. 


The
following information is intended to provide a quick overview of some key points regarding pay and performance at Suncor. 








26   SUNCOR ENERGY
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How We Look at Performance. We look at performance
from a number of important perspectives with the intention of aligning short-term financial and operational metrics with long-term shareholder value creation: 



	





 Financial Results	 	





 Value Drivers(2)	 	





 Leadership	 	






 Shareholder Value	 
	








	

CFOPS(1)

ROCE(1)	
 	

Operational excellence

Sustainability

Maintenance & reliability

Industry leading returns

Culture & workforce performance	
 	

Personal performance, which includes the successful execution of operational and capital plans.	
 	

Relative total shareholder return ("TSR") through our performance share unit ("PSU") plan ("PSU Plan").

Absolute share price appreciation through stock options.	

 
	












	(1)
	CFOPS
and ROCE are non-GAAP measures. See the "Advisories" section beginning on page 68 of this management proxy circular.



	(2)
	For
2016, the value drivers will be Safety, Sustainability, Base Business, Growth and Workforce and Organizational Performance. 










 How Total Direct Compensation is
Delivered.





	 
	 
	 
	 





	




"Our mix of total direct compensation programs is designed to provide competitive pay and align our executives with Suncor performance objectives over short-, medium-
and long-term time periods."






	 
	 











	





 Component	 	





 Performance Orientation	 	





 Time Frame	 
	








	Salary

(15-35% of target compensation)	 	Reflects the market value of the position.

Salary increases reflect performance demonstrated on the job.	 	Annual review with adjustments as appropriate	 
	








	Annual Incentive

(15-17% of target compensation)	 	Aligns with financial and operational performance objectives.

Reflects a combination of corporate, business unit and personal performance.	 	Short-term

Annual performance	 
	








	PSUs

(25-35% of target compensation)	 	Rewards relative share price performance.

Fully at-risk with a 0% to 200% of target payout range (three of the ten grants since program inception resulted in no payout as performance conditions were not met).	 	Mid-term

Three-year rolling performance cycles	 
	








	Stock Options

(25-35% of target compensation)	 	Rewards absolute share price performance.

Only delivers value if our share price appreciates (as at December 31, 2015, only two of the past five annual option grants are "in-the-money").	 	Long-term

Seven-year term

Vest over three years	 
	

























 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
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 27







 







Pay Alignment to Total Shareholder Return. Suncor
has a long-standing pay-for-performance philosophy that is reflected in the design of our programs. A significant portion of the NEOs' total direct compensation is performance contingent and is linked
to Suncor's financial results, operating results and share price performance. The alignment of our pay programs with performance over short- and mid- to long-term periods is regularly reviewed, to
ensure that our short-term actions lead to long-term increases in shareholder value. 


In
reviewing alignment of our pay programs relative to performance we look at two different pay perspectives: pay opportunity and realizable pay. 



	





 Pay Opportunity	 	





 Realizable Pay	 
	








	Static numbers reported in the Summary Compensation Table for total direct compensation in 2013 and 2014 and estimated pay for 2015.

It does not reflect the impact of share price on the ultimate value received through equity awards.	 	Dynamic numbers that capture total direct compensation reflecting the current value of outstanding equity awards.

The values ultimately received could be quite different than those in the Summary Compensation Table depending on future performance.	 
	













The charts below indicate the alignment between Suncor's President and CEO's pay and TSR over the past three-years for pay opportunity and realizable pay
relative to the chief executive officers of the Suncor Compensation Peers as identified on page 34. 


Suncor's
President and CEO's pay opportunity is positioned slightly outside the zone of reasonable alignment indicating the company's strong relative TSR performance which exceeds its relative pay.
Only one peer had better TSR performance, while six peers had a higher pay opportunity. 


When
assessing pay outcomes versus performance, realizable pay for Suncor's President and CEO falls within the zone of alignment compared to peers. 



	

 	 	

 




	(1)
	Data
used for the Pay Opportunity chart for peer companies is based on information extracted from 2013-2015 public disclosure filings. For peer companies, 2013 and 2014 amounts are
actuals. The 2015 pay opportunity amounts reflect actual 2015 salaries where disclosed as compiled by Willis Towers Watson (otherwise salaries assumed to equal 2014 amounts, recognizing the prevalence
of salary freezes in 2015); 2015 bonuses are estimated based on 2015 salaries multiplied by the actual 2014 bonus payment as a percentage of 2014 salary; and 2015 equity awards are actual amounts from
public disclosure for 14 of the 17 peer companies, and for the remaining three peer companies, where actual 2015 equity award data was not available, an estimate was used based on past
equity awards. 


	(2)
	Data
used for the Realizable Pay chart for peer companies is the same as for Pay Opportunity for base salaries and bonuses; the equity award amounts are based on the equity award data
used in the Pay Opportunity analysis with the values for the options equal to the "in-the-money" value based on the December 31, 2015 share price for each peer company. PSU amounts assume
target payouts and a December 31, 2015 share price for each peer company. 


	(3)
	TSR
ranking based on three-year TSR. 










 President and CEO Pay Multiple of Median Peer Group
Pay. We also look at the pay opportunity for the President and CEO as a multiple of the median pay opportunity of the Suncor Compensation Peers. The
2015 pay for the President and CEO compared to the pay opportunity for our peer group based on current data is at a multiple of 1.4 times the median of the Suncor Compensation Peers, with the
majority of the difference in mid-to-long-term performance contingent pay. The HR&CC believes there is no excessive pay disparity between Suncor's President and CEO and market
pay, given Suncor's size and performance versus peers. The pay multiple is well within the acceptable range based on institutional investor and governance practices. 








 28   SUNCOR ENERGY
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President and CEO Pay at a Glance. As displayed in
the corresponding chart, Mr. Williams' actual 2015 total direct compensation is approximately 27% higher than Suncor's benchmarked target total direct compensation structure(1) at
the median of the Suncor Compensation Peers. The 2015 actual compensation level reflects Mr. Williams' personal performance for the past year as assessed by the Board and the corporate and
business unit results for 2015. For more information on Mr. Williams' performance and compensation in 2015, see pages 43 to 44 in this management proxy circular. 





  


	(1)
	For
2015, the base salary component of the target total direct compensation structure for the President and CEO was reduced from $1,540,000 to $1,300,000 in line with benchmark data.
This change impacted the target value for stock options and PSUs, as the target value is based on a multiple of target base salary. 









Pay Programs Are Supported By Key Governance
Practices. Suncor has implemented and maintains a number of key executive compensation governance practices which we believe are consistent with best
practice approaches, support our business objectives and align with shareholder interests. 








Key Practices



	








	ü	 	Our HR&CC is comprised entirely of independent directors
	








	ü	 	The HR&CC engages an independent Executive Compensation Advisor that does not provide other services to Suncor
	








	ü	 	Maintain share ownership guidelines including 5 times salary for the President and CEO and 3 times salary for Executive Vice Presidents
	








	ü	 	Maintain a claw back policy
	








	ü	 	Conduct a compensation program risk assessment annually
	








	ü	 	Benchmark target pay against a relevant North American industry peer group
	








	ü	 	Have a post retirement share ownership hold period for the President and CEO
	








	ü	 	Provide at least fifty percent of mid- to long-term incentive compensation through PSUs
	








	ü	 	Have no termination payments in excess of 2 times cash pay
	








	ü	 	Have double trigger change of control provisions for equity awards
	








	ü	 	Have vesting requirements and service and earnings caps on the Suncor Energy Supplemental Executive Retirement Plan ("SERP")
	









	ü	 	Have significant performance contingent pay for the President and CEO with over 85% at risk
	








	ü	 	Annual incentive and PSU plans include threshold performance levels and payout caps
	








	ü	 	Have an annual incentive plan ("AIP") deferral program that allows executives to take a portion or all of their annual incentive payment in DSUs
	









	ü	 	No option re-pricing
	








	ü	 	No loans are provided to executives
	








	ü	 	Have a no hedging policy for common shares and other securities held by an executive
	








	ü	 	No excessive perquisites are provided
	


















SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
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29








 







 Compensation Governance








Board of Directors. The Board oversees development
of the overall strategic direction and policy framework for Suncor. This responsibility, in part, is discharged with the assistance of Board committees, including the HR&CC. Further details relating
to Board committees can be found in Schedule E to this management proxy circular. 








Human Resources & Compensation Committee.
Central to the role of the HR&CC is the alignment of executive compensation with the delivery of shareholder value. The capabilities, powers and operation of the HR&CC under its mandate include
assisting the Board annually in the areas of executive compensation, succession planning, incentive compensation plans and compensation governance. Key objectives in these areas include: 


	•
	reviewing
and approving the overall corporate goals and objectives of Suncor relevant to compensation of the President and CEO, and ensuring that the overall goals and
objectives of Suncor are supported by an appropriate executive compensation philosophy and programs;



	•
	evaluating
the performance of the President and CEO against approved goals and criteria, and recommending to the Board the total compensation for the President and CEO in
light of the evaluation of the President and CEO's performance;



	•
	reviewing
the President and CEO's evaluation of the other senior executives' performance and recommendations for total compensation of these senior executives;



	•
	reviewing
the succession planning process and results for senior executive roles;



	•
	reviewing
NEO and other senior executive termination agreements and NEO termination obligations in relation to market practices and trends;



	•
	reviewing
compensation programs using a risk assessment framework to help ensure Suncor's compensation programs and practices do not encourage the taking of excessive or
inappropriate risks;



	•
	reviewing,
on a summary basis, any significant compensation, pension and benefit programs for employees generally, with consideration of accounting, tax, design, legal,
regulatory and risk implications and the pay-for-performance relationship for variable pay; and



	•
	reviewing
executive compensation disclosure and recommending it to the Board for approval before Suncor publicly discloses this information. 



The
HR&CC fulfilled its mandate, as summarized in this section, in 2015. 


All
HR&CC members are independent directors. The HR&CC is currently comprised of the following members: John D. Gass (chair), Mel E. Benson, W. Douglas Ford, John R. Huff and Eira
M. Thomas. 


The
HR&CC members have experience in top leadership roles (two of five in CEO roles), strong knowledge of the energy industry (four of five with an energy industry background), a mix of
functional experience and competency, and tenure as directors of various public companies. This background provides the HR&CC with the collective experience, skills and qualities to effectively
support the Board in carrying out its mandate. Further information on the HR&CC committee member experience and skills is provided in the inventory of Board member capabilities and competencies on
page E-13 of Schedule E to this management proxy circular. 








 Executive Compensation Consultants. Willis Towers
Watson provides advice to the HR&CC, supports management in the area of executive compensation and provides services in other human resources areas, including pensions. Willis Towers Watson has
protocols in place to ensure that they are in a position to provide independent advice. Willis Towers Watson was originally retained in February 2006. 


Meridian
Compensation Partners ("Meridian") is retained by the HR&CC as its independent advisor. Meridian was originally retained by the HR&CC in February 2010. 


Willis
Towers Watson provides the HR&CC consulting support and information in the following areas: 


	•
	expertise
and advice in the development of compensation policies and programs for executives and the Board;



	•
	periodic
updates on best practices, trends and emerging regulatory or governance matters related to executive compensation;



	•
	custom
survey work benchmarking Suncor compensation in the marketplace; and



	•
	support
in conducting an annual risk assessment of Suncor's compensation policies and programs. 



Meridian's
role is to review and provide advice to the HR&CC on analysis and recommendations put forward by management and Willis Towers Watson. As the HR&CC's independent advisor, Meridian: 


	•
	provides
executive compensation advice and perspective to the HR&CC;



	•
	validates
or challenges proposals, recommendations and the decision process followed; and 









30   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 
	•
	helps
develop proposals and information for the HR&CC as needed. 



The
decisions made by the HR&CC may reflect factors and considerations other than as provided or recommended by our compensation consultants. During 2015, Willis Towers Watson and Meridian met with
the HR&CC chair and attended relevant sections of HR&CC meetings, as necessary. 



Executive Compensation-Related Fees  


Executive compensation-related fees paid by Suncor in 2015 and 2014 to Willis Towers Watson and Meridian are displayed in the table below. 



	





 Executive Compensation Consultant	 	





 Fees Paid

related

to 2015

($)	 	





 Fees Paid

related

to 2014

($)	 
	








	Willis Towers Watson	 	87 285	 	151 829	 
	








	Meridian	 	22 024	 	23 613	 
	













All Other Fees  


In addition to the fees disclosed above, Willis Towers Watson assisted in certain matters related to pension and benefits, including, but not limited to, actuarial and
accounting services. Total fees payable to Willis Towers Watson for the foregoing services were $1,045,754 in 2015 and $1,501,635 in 2014, which included all fees payable to Willis Towers Watson by
Suncor not included under executive compensation related fees in 2015 and 2014, respectively. Other than the fees disclosed above, no other fees were paid by Suncor to Meridian in 2015
and 2014. 


The
HR&CC pre-approves all material executive compensation related fees paid to Willis Towers Watson or Meridian. The HR&CC does not pre-approve services provided by Willis Towers Watson that do not
relate to executive compensation related services. 








Managing Compensation Risk. Suncor's executive
compensation policies and programs are designed to create appropriate incentives to increase long-term shareholder value. While the energy business by its nature requires some level of risk-taking to
achieve returns in line with shareholder expectations, Suncor structures compensation plans and programs and maintains guidelines and policies which it believes limits excessive risk. Key oversight
procedures and risk mitigating features to support managing compensation risk are outlined below. 



	




"An effective combination of oversight procedures and compensation program risk mitigating features, including plan designs, policies, guidelines and governance practices,
limit the potential for programs to encourage unacceptable and excessive risk taking."











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31








 







 Oversight Procedures



	








	•     Suncor's strategic plan, as reviewed by the Board, balances investment risk and reward, and assesses company and industry risks in advance to support planning, risk
management and decision making.



•     Suncor uses tools including an Enterprise Risk Management System, Operational Excellence Management System and Trading Risk Management Policy to identify and manage risk.



•     In the normal course of business, Suncor has financial controls that provide limits and authorities in areas such as capital and operating expenditures, divestiture decisions and marketing and trading transactions.
These financial controls mitigate inappropriate risk-taking.	 	•     The HR&CC uses a compensation program risk assessment framework in assessing Suncor's compensation policies and programs to determine whether any components could
encourage unacceptable excessive risk taking.



•     The elements of the compensation risk assessment framework are categorized in four areas: pay philosophy and compensation structure, plan designs, performance metrics and governance.



•     The HR&CC reviews the results of the compensation program risk assessment annually to take account of any significant shifts in Suncor's business strategies or compensation policies and programs. Their review
in 2015 confirmed that Suncor's compensation policies and programs do not encourage excessive risk that could have a material adverse effect on Suncor.	 
	



















Key Risk Mitigating Features



	





 Plan and Program Design	 
	








	•     Total direct compensation for executives provides a balance between base salary and variable performance contingent compensation. For our NEOs, emphasis is not focused
on one compensation component, but is spread across annual, mid- and long-term programs to support and balance sustained short-term performance and long-term profitability.



•     For our NEOs, typically 80% or more of their target total direct compensation is variable based on company, business unit and personal performance and the remaining 20% or less is base salary. Of the 80% or more of
variable compensation, approximately 80% or more is mid- and long-term focused and approximately 20% or less is short-term focused. The strong weighting towards mid- to long-term compensation mitigates the risk of undue emphasis on short-term goals
at the expense of long-term sustainable performance.



•     Annual grants of stock options vest over three years and have a seven-year term, reinforcing the goal of building and sustaining long-term value in line with shareholder interests.



•     Our mid-term PSU Plan rewards relative TSR performance over three years versus our PSU peer group of companies, as described on page 62 of this management proxy circular. Annual awards and overlapping
three-year performance periods deter short-term focused decision making and require sustained high levels of performance to achieve a consistent payout.



•     For PSU grants, there is no payout if relative TSR performance is in the bottom grouping of companies, a payout cap of 200% of target when relative TSR performance is in the top company grouping of the peer group
and a sliding scale of payout levels based on each company grouping in between.	 	•     The AIP for all salaried employees is inherently designed to limit risk. Short-term incentive pay is earned based on achievement against a balanced and diversified mix
of performance measures. The measures include both financial and operating performance targets. This balanced approach discourages focus on a single measure at the expense of other key factors (e.g., profitable growth at the expense of safety).
This design diversifies the risk under any one performance area.



•     AIP targets, results and payouts are stress tested and reviewed by the HR&CC.



•     The funds to provide for annual cash payouts under the AIP are determined based on key corporate measures and a scorecard for each business unit with consistent measurement across areas critical to Suncor's
success.



•     A threshold for payouts under the AIP is established each year. For 2015, the threshold was based on achievement of a cost reduction target.



•     Under the DSU Plan, executives may elect annually to allocate 25% to 100% of their AIP payment to DSUs. This feature in the DSU Plan is used by executives to assist in meeting share ownership requirements and
defers annual incentive compensation, further encouraging a focus on long-term performance. For the 2015 performance period, four of the NEOs elected to take a portion of their AIP payment in DSUs.	 
	













	






 Policies and Guidelines	 
	








	•     Suncor's total compensation for executives is regularly benchmarked against a peer group of companies of similar size and business scope approved by the HR&CC. This
ensures that compensation is competitive with peers and aligned with Suncor's philosophy.



•     Suncor executives must achieve and maintain specific share ownership levels based on a multiple of their annual salary. A substantial share ownership level assists in aligning executive interests with those of
shareholders. The share ownership guidelines for NEOs are found on page 35 of this management proxy circular.	 	•     The President and CEO must maintain his share ownership requirement level through the first year following retirement.



•     The HR&CC and the Board provide strong oversight of the management of Suncor's compensation programs. The HR&CC has discretion in assessing performance under executive compensation programs to adjust
metrics or the payouts based on results and events, and have used the discretion to reduce or increase payouts under certain programs in the past.	 
	













Conclusion  


Given the oversight procedures and the key risk mitigation features of Suncor's compensation policies and programs described above, the HR&CC does not believe that there are
any identified risks arising from the company's compensation policies and practices that are reasonably likely to have a material adverse impact on the company. 









 32   SUNCOR ENERGY
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Our Approach to Executive Compensation








 Pay Philosophy. Suncor maintains a strong
pay-for-performance philosophy that is demonstrated in the mix of compensation provided to executives and the way we measure success. Compensation plans and practices are tied to our strategy,
performance, talent and risk management business objectives. 


A
significant portion of the total direct compensation of our senior executives is provided in variable performance contingent pay designed to reward superior business performance and increasing
shareholder returns. This approach ensures alignment with shareholder interests and reinforces our pay-for-performance philosophy. For our senior executives, incentive-based pay is designed to reward
successful short-, medium- and long-term performance in key areas, including
operational excellence, sustainability, maintenance and reliability, industry leading returns, culture and workplace performance, CFOPS, ROCE, TSR performance relative to peers, absolute share price
performance and leveraging our integrated strategy, all of which enable results that are important to our shareholders. 








Achieving The Right Balance. To deliver sustained
and profitable long-term performance, it is essential that Suncor attracts, engages and retains talented, capable executives who can execute on current priorities and help position Suncor over the
long-term for sustained success. To do this, programs are designed to provide an attractive and competitive total compensation opportunity. Suncor believes it provides the right balance in its overall
rewards program to achieve this through "total direct compensation", consisting of salary, annual incentive, mid- and long-term equity-based incentives, and "indirect compensation", consisting of
benefits and retirement-related programs. These programs are complemented with excellent career development opportunities and careful succession planning. 









 Defining Our Marketplace. Our senior executives are
responsible for managing a large, global enterprise with multiple operating units and significant capital expenditures. Our capital expenditures of over $6.2 billion in 2015 were larger than
the market capitalization of a majority of Canadian companies. 


As
the largest energy company in Canada and sixth largest in North America by market capitalization at December 31, 2015, size and business scope are key criteria in defining the marketplace
and peer companies used to establish competitive compensation levels for our senior executives. This means we must look beyond Canadian energy companies and include U.S. energy companies in our
peer group in order to capture a sufficient number of companies of comparable size and complexity. 


The
peer group used to benchmark compensation levels for Suncor's senior executives in 2015, including the NEOs identified on page 26 of this management proxy circular, is approved by the
HR&CC. The peer group and selection criteria are regularly reviewed by the committee and include energy sector specific companies, financial and operational comparability, nature and scope of
operations and represent our market for executive talent. 


Our
peer group for 2015 is comprised of the 17 North American based energy companies listed below and provides a robust sample to ensure that changes made by a single company do not unduly
influence benchmark data. In Canada, we include pipeline companies, since there are fewer comparable large upstream and integrated energy companies and because pipeline companies form part of
our labour market. In the U.S., where there are more large upstream and integrated companies, we limit the peer companies to comparable upstream and integrated energy companies. 








 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
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 33







 

For
our NEOs and other senior executives, Suncor's 2015 total direct compensation structure is targeted at the median of the Suncor Compensation Peers, which are identified below. The same peer group
is used for benchmarking director compensation. 



	Canada	 	U.S.
	
Canadian Natural Resources Limited (CNQ)	
 	

Anadarko Petroleum Corporation (APC)
	Cenovus Energy Inc. (CVE)	 	Apache Corporation (APA)
	Enbridge Inc. (ENB)	 	Chesapeake Energy Corporation (CHK)
	Encana Corporation (ECA)	 	Chevron Corporation (CVX)
	Husky Energy Inc. (HSE)	 	ConocoPhillips (COP)
	Imperial Oil Limited (IMO)	 	Devon Energy Corporation (DVN)
	Talisman Energy Inc. (TLM)(1)	 	EOG Resources Inc. (EOG)
	TransCanada Corporation (TRP)	 	Hess Corporation (HES)
	 	 	Marathon Oil Corporation (MRO)




	(1)
	Talisman
Energy Inc. will be removed from the Suncor Compensation Peers for 2016 as it was acquired by Repsol S.A. 



A similar peer group of companies is used in determining the relative TSR performance for our PSU grants as described on page 62 of this management proxy
circular. Differences in the two peer groups reflect the specific purpose of each group (i.e., benchmarking of executive pay versus comparing company shareholder return performance). 



Suncor
ranks as one of the largest companies, as compared to the Suncor Compensation Peers, in relation to revenues, market capitalization and assets. 


The
chart below shows Suncor's ranking as compared to the Suncor Compensation Peers. 



	




"Although we are larger

than most of our peers, we target our senior executive total direct pay structure at the median of the group."







  


	(1)
	Percentile
rank for Revenue and Assets is based on information reported for the nine months ended September 30, 2015. Where applicable, values are converted to Canadian dollars
based on the exchange rate on September 30, 2015.



	(2)
	Percentile
rank for Market Capitalization is based on information reported as of December 31, 2015. Where applicable, values are converted to Canadian dollars based on the
exchange rate on December 31, 2015.



	(3)
	Talisman
Energy Inc. is excluded as it was acquired by Repsol S.A. in 2015. 









34   SUNCOR ENERGY
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Executive Share Ownership
Guidelines. Suncor strongly believes that executives' interests should be aligned with the interests of Suncor's shareholders. One of the key ways we
reinforce this is by requiring Suncor executives to have personal holdings in Suncor common shares or share equivalents equal to a multiple of their annual base salary. 



The
share ownership guidelines are reviewed periodically to ensure they are market competitive and are consistent with good governance practice. These guidelines visibly align senior
management's interests with those of Suncor's shareholders and are supported by market benchmark data. 








2015 and 2016 Guidelines. The share ownership
guideline level must be achieved by the end of the fifth year after appointment to an executive position or promotion to a more senior executive position. On promotion to a more senior executive
position, the prior guideline level must be maintained at the new base salary level. Only Suncor common shares and DSUs count toward fulfillment of the guidelines; PSUs, restricted share units
("RSUs") and stock options do not. Where share ownership guidelines have not been met within the prescribed period, executives must use the cash payout from their annual incentive award, a current
vested PSU grant payout, or other cash resources to immediately satisfy any shortfall to the current share ownership guideline for their level. 


Following
review of President and CEO benchmark data for the Suncor Compensation Peers in 2015, the HR&CC has increased the share ownership guideline for the President and CEO beginning in 2016 to six
times base salary. The guidelines for other executive levels remain competitive with the Suncor Compensation Peers and no changes have been made for 2016. 



The
following table sets forth the compliance of each NEO with the share ownership guidelines as at December 31, 2015. All NEOs have either already met or are on track to meet their share
ownership guideline level and compliance date. 



	 	 	 	 	 	 	 	 	







 Holdings(2) (#)







	 	 	 	 	 
	





 NEO	 	





 Executive Share

Ownership

Guideline Level	 	





 Compliance Date

for achieving

Guideline Level	 	





 Current

Requirement at

December 31, 2015(1)	 	





 Shares	 	





 DSUs	 	





 Holding

Value ($)	 	





 Multiple of

Annual Salary

held in Shares and DSUs	 
	








	S.W. WILLIAMS	 	5 × annual salary	 	December 31, 2017	 	4 × annual salary	 	398 249	 	42 605	 	15 747 302	 	11.5 × annual salary	 
	








	A. COWAN	 	3 × annual salary	 	December 31, 2019	 	—	 	10 748	 	17 828	 	1 020 725	 	1.6 × annual salary	 
	








	M.S. LITTLE	 	3 × annual salary	 	December 31, 2016	 	2 × annual salary	 	43 014	 	21 205	 	2 293 909	 	3.5 × annual salary	 
	








	M.R. MACSWEEN	 	3 × annual salary	 	December 31, 2017	 	2 × annual salary	 	25 416	 	34 899	 	2 154 435	 	4.0 × annual salary	 
	








	S.D.L. REYNISH	 	3 × annual salary	 	December 31, 2017	 	—	 	9 420	 	15 547	 	891 836	 	1.6 × annual salary	 
	












	(1)
	The
Current Requirement level, where indicated, reflects the share ownership level that must be maintained until the compliance date, based on the NEO's position prior to promotion to
their current role.



	(2)
	The
holdings shown in the foregoing table for Suncor common shares and DSUs are rounded for display purposes. The holding value of these units is calculated based on the total
holdings including the fractional units, as at December 31, 2015. 









 President and CEO Hold Requirement.
The President and CEO must maintain his share ownership level for one year following his retirement, which aligns with current good governance practices and shareholder interests. 








Total Direct Compensation Components. Total direct
compensation, made up of base salary, an annual incentive and mid- to long-term incentives, is designed to reward short-term results and achievement of sustained longer-term performance in key
business areas that enable the operational and financial results important to our shareholders. 


Incentive
or variable performance contingent compensation represents a significant portion of total direct compensation for senior executives. The percentage of variable performance contingent total
direct compensation increases with greater levels of responsibility. The following chart outlines the elements of total direct compensation, as well as other compensation and benefit related elements. 








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35







 



  


	(1)
	For
the leader of a business unit, the 60% Business Unit component is based one-third on the leader's business unit performance and two-thirds on the weighted average performance of
all four business units of Suncor. This reinforces alignment to Suncor's integrated strategy and reflects the important role collaboration plays in delivering sustained company performance. For the
President and CEO and executives in corporate functions, the 60% is based on the weighted average performance of all four business units of Suncor. 2015 business units for the purpose of AIP are as
follows: Oil Sands & In Situ; Exploration & Production ("E&P"); Downstream; and Major Projects. 









 36   SUNCOR ENERGY
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Key LTI Plan Terms. Suncor's
business involves strategic investments over long periods of time. With stock options and PSUs as key elements of long-term incentive ("LTI") compensation, NEOs are fully aligned with the economic
interests of our shareholders over a medium- and long-term horizon, are significantly leveraged from an ultimate compensation standpoint to Suncor's share price and are rewarded based on a balance
between relative (PSUs) and absolute (stock options) pay-for-performance measures. The following table provides the key LTI plan terms for equity awards provided to the NEOs and other executives as
part of their competitive compensation. 



	





 




	 	 	 	 
	 	 	





 Performance Share Units (PSUs)	 	





 Stock Options
	








	Term	 	Three years	 	Seven years
	








	Description	 	Share units mirror common shares with performance conditions that affect the vesting level (between 0% and 200% of grant)	 	Options to acquire common shares
	









	Frequency	 	Granted annually	 	Granted annually
	








	Performance Conditions	 	TSR performance relative to peers	 	Only have value when the common share price exceeds the exercise price
	








	Vesting	 	After a three year performance period

Vesting level is subject to performance condition achievement and HR&CC approval	 	 1/3 vest each year starting on January 1 of the year following the annual grant and are based on the share price at the time of grant
	








	Payout	 	Paid out in cash following the end of the three year performance period based on units held, vesting and market value of a common share	 	On exercise, acquire common shares at the price determined at the time of grant
	








	

Employment Termination(1)	
 	

Resignation – units are cancelled

Involuntary Termination – units are cancelled

Retirement – units are held to end of the performance period and paid out based on vesting level	
 	

Resignation – unvested options are cancelled; vested options may be exercised for up to the earlier of three months or expiry

Involuntary Termination – unvested options are cancelled; vested options may be exercised for up to the earlier of three months or expiry

Retirement – unvested options vest immediately and all options held may be exercised up to the earlier of three years or expiry
	












	(1)
	For
NEOs, certain terms and conditions may vary based on their employment termination agreement. 









Executive Equity Compensation
Hedging. Pursuant to Suncor's policies, executives are not permitted to engage in short selling in shares or purchase financial instruments
(including, for greater certainty, puts, options, calls, prepaid variable formal contracts, equity swaps, collars or units of exchange funds) that are designed to hedge or offset a change in the
market value of common shares or other securities held by an executive. 








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37









 





  





Compensation of the Named Executive Officers








 Compensation Decision-Making. The compensation of
the President and CEO and the other NEOs is determined through an annual process followed by the HR&CC and outlined in the chart below: 




  








2015 Total Direct Compensation. The 2015 base
salary, annual incentive and long-term incentive awards for each NEO are covered in the tables that follow in this section. Information on Suncor's AIP and performance in 2015 is provided on
pages 39 to 42. Details on each NEO's performance, and their total direct compensation for 2013 to 2015 are provided on pages 43 to 48. 








Base Salary. No salary increases were provided for
2015 and NEO annual base salaries were held at 2014 levels as part of Suncor's cost management focus in a deteriorating oil price environment. 



	 	 	





 Base Salary 2015

($)	 	





 Increase from 2014

(%)	 	





 Base Salary 2014

($)	 
	








	S.W. WILLIAMS	 	1 375 000	 	0.0	 	1 375 000	 
	








	A. COWAN	 	625 000	 	0.0	 	625 000 (1)	 
	








	M.S. LITTLE	 	650 000	 	0.0	 	650 000	 
	








	M.R. MACSWEEN	 	540 000	 	0.0	 	540 000	 
	








	S.D.L. REYNISH	 	550 000	 	0.0	 	550 000	 
	












	(1)
	Reflects
annual salary amount. Mr. Cowan commenced employment with Suncor on July 21, 2014. 









38   SUNCOR ENERGY
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Annual Incentive Plan (AIP).
Suncor's AIP rewards our NEOs and other AIP participants based on the performance achieved versus the measures and targets approved for each of the Corporate and Business Unit components and the
annual goals approved for the personal component. 


The
charts to the right display the weight for each AIP performance component and for the Business Unit component of AIP, the guideline weight for each of the value drivers. Awards under the AIP are
determined based on the combination of the weighted performance for the components. 













  



The
2015 Corporate component of the AIP is comprised of two key corporate-wide financial measures, CFOPS and ROCE, which are important to Suncor's financial strength and profitability. For the
Business Unit component, each of Suncor's business units under the AIP has between six and ten standard performance measures (for example, Recordable Injury Frequency) across the five value
driver areas for a total of more than 30 measures across the four business units, along with business unit specific measures in each unit. The overall score for the Business Unit component of
the AIP is determined based on the performance for each of the four business units and the weighting assigned to each business unit. 


The
performance targets for the measures in each business unit are based on the budget (for example, production targets) or on improvement (for example, 10% improvement over the prior
three year average). The maximum 200% target for the performance range generally represents a 10% improvement on the best performance over the past three years and the 0% target of the performance
range generally represents equal to or better than the worst performance result over the past three years (i.e. no payout for poor performance). 


Governance
of the AIP is comprehensive. Reviews of measures, weightings, targets, stretch and performance results are carried out at the business unit, corporate and HR&CC level. 


Information
on the individual goals and performance of the NEOs under the Personal component of the AIP can be found beginning on page 43 of this management proxy circular and information on
the calculation of their 2015 AIP award can be found on page 42. 








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39







 







Annual Incentive Plan Performance. In 2015,
performance on corporate measures was slightly above target despite falling commodity prices, while business unit results reflected strong operating performance, significant improvement in the key
Maintenance & Reliability and Industry Leading Return performance areas and significant overall cost reductions compared to 2014 actuals. 


The
following table summarizes the overall 2015 performance results for the Corporate and Business Unit components of the Suncor AIP and the scores achieved for each Performance Area versus the 2015
opportunity, including performance highlights. 



	





 
























	 	 	 	 	 	 	 	 	 	 	 
	AIP Component

Weight(1)	 	Overall

Score(3)	 	Performance Area(5)	 	Key Measures(7)	 	Performance Highlights	 	Aggregate

Component

Score(3)(8)(9)	 
	

Corporate	
 	

 	
 	

CFOPS(6) (10%)	
 	

CFOPS(8)	
 	

Achieved cash flow of $6.8 billion vs. an AIP target of $6.7 billion reflecting lower commodity prices offset by strong operating performance, the strength of our integrated business model and cost reduction initiatives	
 	

104	

 
	

Measures (20%)	
 	

103(4)	
 	

ROCE(6) (10%)

(excluding major

projects in progress)	
 	

ROCE (excluding major projects in progress)	
 	

Achieved an adjusted ROCE of just over 4.2% vs. a target of 4.2%, again reflecting lower commodity prices, strong operating performance and the other factors benefiting CFOPS	
 	

101	

 
	

 	
 	

 	
 	

Operational

Excellence	
 	

Recordable Injury Frequency ("RIF"), High Potential and High Risk Incidents and Other Business Unit Specific Measures	
 	

Overall score for Operational Excellence was better than target for all business units; RIF performance was much better than target in E&P and Major Projects	
 	

143	

 
	

 	
 	

 	
 	

Sustainability	
 	

Number of Environmental Regulatory Non-Compliances, Energy Intensity and Other Business Unit Specific Measures	
 	

Continued strong overall performance in Sustainability with Oil Sands & In Situ, E&P and Major Projects scores well above target; Oil Sands & In Situ led performance on Environmental Regulatory Non-Compliance and Energy
Intensity measures achieving maximum scores	
 	

150	

 
	

Business Unit(2)

(60%)	
 	

150	
 	

Maintenance & Reliability	
 	

Production, Asset Availability and Other Business Unit Specific Measures	
 	

Very strong asset reliability in Oil Sands & In Situ and Downstream versus targets; production favourable to target; E&P business unit score below target	
 	

142	

 
	

 	
 	

 	
 	

Industry Leading Returns	
 	

Cash Operating Costs, Execution of Growth Plans and Other Business Unit Specific Measures	
 	

Overall operating costs favourable to targets across the business units driven by cost reduction initiatives; Major Projects schedule and milestones favourable to target	
 	

154	

 
	

 	
 	

 	
 	

Culture & Workforce Performance	
 	

Voluntary Attrition and Other Business Unit Specific Measures	
 	

Downstream, E&P and Oil Sands & In Situ unit scores well above target reflecting very strong performance on measures such as voluntary attrition, leadership capability and employee engagement	
 	

167	

 
	





 





	(1)
	Does
not include the Personal performance component, which represents the remaining 20% of the AIP.



	(2)
	2015
business units for the purpose of AIP are as follows: Oil Sands & In Situ; E&P; Downstream and Major Projects.



	(3)
	The
scoring opportunity for the Corporate and Business Unit components of AIP range from 0 to a maximum of 200, with a score at target of 100. 









 40   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 
	(4)
	For
2015, CFOPS of $8.1 billion and ROCE of 7% (maximum targets) would have had to have been achieved for a maximum score of 200% for the Corporate measures component; CFOPS of
$5.2 billion and ROCE of 0.4% (minimum targets) would have resulted in no payout in relation to the Corporate measures; and CFOPS and ROCE results between the minimum and maximum target levels
would provide payouts on a sliding scale of between 0% and 200%. The minimum and maximum target levels for the 0% and 200% range reflect a Brent crude oil price at $10 above and $10 below the 100%
target or budget level.



	(5)
	In
2015, the target weightings for the performance areas in each of the business units were as follows: the Oil Sands & In Situ business unit assigned a 20% target weighting to
Operational Excellence, 15% to Sustainability, 30% to Maintenance & Reliability, 20% to Industry Leading Returns and 15% to Culture & Workforce Performance; the E&P business unit
assigned a 22% target weighting to Operational Excellence, 10% to Sustainability, 30% to Maintenance & Reliability, 23% to Industry Leading Returns and 15% to Culture & Workforce
Performance; the Downstream business unit assigned a 15% target weighting to Operational Excellence, 15% to Sustainability, 20% to Maintenance & Reliability, 35% to Industry Leading Returns and
15% to Culture & Workforce Performance; and the Major Projects business unit assigned a 20% target weighting to Operational Excellence, 5% to Sustainability, 20% to Maintenance &
Reliability, 40% to Industry Leading Returns and 15% to Culture & Workforce Performance.




The
resulting actual 2015 overall company target weightings for the five Performance Areas within the Business Unit component of AIP in the foregoing table were as follows: 19% for Operational
Excellence, 13% for Sustainability, 26% for Maintenance & Reliability, 27% for Industry Leading Returns and 15% Culture & Workforce Performance. 



	(6)
	CFOPS
and ROCE are non-GAAP measures. See the "Advisories" section beginning on page 68 of this management proxy circular. The AIP ROCE, referred to as Adjusted ROCE, result of
just over 4.2% reflects adjustments made for decisions related to asset impairments (including Libya, Joslyn, White Rose and Golden Eagle).



	(7)
	Certain
measures may not be applicable to all business units. For example, Production is not a measure for the Major Projects business unit. In addition, certain business units may
have additional unit specific measures. For example, the Downstream business unit measures include cash operating cost measures focused on Retail, Wholesale, Distribution, Renewables, Supply &
Trading and Lubricants operations under Industry Leading Returns. Measures provided are for illustrative purposes.



	(8)
	For
2015, the threshold measure for determining if any payments will be made under the AIP was based on a cost reduction target. This change from CFOPS for 2015 aligned with Suncor's
objective to accelerate cost reduction efforts in 2015. For a full payout under the 2015 AIP program to occur, a cost reduction target of $550 million had to be achieved. The 2015 cost
reduction program was successful and this target was exceeded.



	(9)
	The
Performance Area scores for the Business Unit component of AIP reflect the aggregate scores achieved across all of the business units. Performance for individual business units
will vary from the aggregate scores. 








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 41







 

The table below displays the calculation of the AIP award for the NEOs based on the AIP components and the final award amounts for 2015 performance. The AIP
award amounts were determined by the HR&CC for Mr. Williams and by Mr. Williams with review by the HR&CC for the other NEOs. The calculation to determine the awards displayed in the
tables below is comprised of two steps: first – determine the Overall Performance Factor, and second – determine the AIP
Award Payout. 



	





 





 2015 AIP Awards – Performance Factor
	

	





  	 	





 Corporate Performance [A]	 	





 Business Unit Performance [B]	 	





 Individual Performance [C]	 	





 Overall

Performance

Factor [F]
	

	Name	 	Weight	 	Corporate

Factor	 	Total

Factor

[A]	 	Weight	 	Business

Unit

Factor(1)	 	Total

Factor

[B]	 	Weight	 	Individual

Factor	 	Total

Factor

[C]	 	[A+B+C]
	

	S.W. WILLIAMS	 	 	 	1.03	 	0.21	 	 	 	1.50	 	0.90	 	 	 	2.50	 	0.50	 	1.61
	
	 	 	 	
	 	 	 	
	 	 	 	

	A. COWAN	 	 	 	1.03	 	0.21	 	 	 	1.50	 	0.90	 	 	 	1.65	 	0.33	 	1.44
	
	 	 	 	
	 	 	 	
	 	 	 	

	M.S. LITTLE	 	20%	 	1.03	 	0.21	 	60%	 	1.51	 	0.91	 	20%	 	2.60	 	0.52	 	1.64
	
	 	 	 	
	 	 	 	
	 	 	 	

	M.R. MACSWEEN	 	 	 	1.03	 	0.21	 	 	 	1.48	 	0.89	 	 	 	2.50	 	0.50	 	1.60
	
	 	 	 	
	 	 	 	
	 	 	 	

	S.D.L. REYNISH	 	 	 	1.03	 	0.21	 	 	 	1.50	 	0.90	 	 	 	1.95	 	0.39	 	1.50
	






	 





	





 





 2015 AIP Awards – Payout

	 	





 Payout % vs Target Opportunity


	

	Name	 	Annualized

Base Salary as at

December 31,

2015

[D]	 	AIP

Target

[E]	 	Overall

Performance

Factor

[F]	 	Calculated

AIP Award

[D x E x F]	 	Approved AIP

Award

Payout	 	Target

(100%)	 	Maximum

(220%)	 	Approved AIP

Award as a

% of Target
	

	S.W. WILLIAMS	 	$1 375 000	 	 125%	 	1.61	 	$2 760 313	 	$2 760 000	 	$1 718 750	 	$3 781 250	 	161%
	

	A. COWAN	 	   $625 000	 	   75%	 	1.44	 	   $675 000	 	   $675 000	 	   $468 750	 	$1 031 250	 	144%
	

	M.S. LITTLE	 	   $650 000	 	   75%	 	1.64	 	   $799 500	 	   $800 000	 	   $487 500	 	$1 072 500	 	164%
	

	M.R. MACSWEEN	 	   $540 000	 	   75%	 	1.60	 	   $649 620	 	   $650 000	 	   $405 000	 	   $891 000	 	160%
	

	S.D.L. REYNISH	 	   $550 000	 	   75%	 	1.50	 	   $618 750	 	   $620 000	 	   $412 500	 	   $907 500	 	150%
	





	(1)
	For
Messrs. Williams, Cowan and Reynish, the Business Unit factor is based on the weighted average performance of all four business units. For Messrs. Little and
MacSween, the Business Unit factor is based on both the performance of the business units they lead and the weighted average of all four business units (see footnote 1 on page 36
of this management proxy circular). 









Long-Term Incentive (LTI). The
table below displays the 2015 equity award of stock options and PSUs made in February 2015 for the NEOs. The equity awards considered: the market target value for the equity awards at the
median of the Suncor Compensation Peers; individual performance as determined by the Board in the case of Mr. Williams, and individual performance as determined by Mr. Williams in the
case of the other NEOs; and the previous year's equity award received by each NEO under the Suncor Energy Inc. Stock Option Plan (the "SOP") and the PSU Plan. 


For
more information on Suncor's equity plans, see "Summary of Incentive Plans" on page 61 of this management proxy circular. For further details on each NEO's 2015 equity award and total
compensation for 2015, see the "Summary Compensation Table" on page 54 of this management proxy circular. 



	





 Name	 	





 Options	 	





 PSUs	 	





 Option

Value

($)	 	





 PSU

Value

($)	 	





 Total

($)	 
	








	S.W. WILLIAMS	 	600 000	 	120 000	 	4 008 000	 	4 668 000	 	8 676 000	 
	








	A. COWAN	 	210 000	 	42 000	 	1 402 800	 	1 633 800	 	3 036 600	 
	








	M.S. LITTLE	 	210 000	 	42 000	 	1 402 800	 	1 633 800	 	3 036 600	 
	








	M.R. MACSWEEN	 	210 000	 	42 000	 	1 402 800	 	1 633 800	 	3 036 600	 
	








	S.D.L. REYNISH	 	195 000	 	39 000	 	1 302 600	 	1 517 100	 	2 819 700	 
	



















42   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016








 







 2015 Performance








Steven W. Williams, President and CEO



Suncor's President and CEO, Steve Williams, ensured the company successfully navigated through an exceptionally challenging business environment, including a rapidly declining
oil price environment, while outperforming its peers in 2015. 


Mr. Williams
continued to provide outstanding leadership in focusing on operational excellence, capital discipline and strategic direction, leveraging the company's integrated business model,
delivering solid results and adding value for shareholders. The Board has been impressed by Mr. Williams' drive to ensure the success of the company and his engagement and leadership with
shareholders and other stakeholders. Mr. Williams' efforts and leadership have also been
recognized externally, with him being named CEO of The Year by The Globe and Mail's Report on Business. The following is a summary of Mr. Williams' goals and accomplishments for the
past year. 



























 President and CEO Performance in 2015 













2015 Goals


	•
	Improve
profitability, shareholder value and ROCE(1) versus peers. 
	•
	Deliver
reliable operations that meet business commitments, with particular focus on improving upstream performance. 
	•
	Reduce
operational risk and improve personal and process safety performance. 
	•
	Deliver
a sustainable organizational cost base with quantifiable cost reductions in 2015. 
	•
	Effectively
execute the Fort Hills project. 
	•
	Ensure
Suncor's long-term growth agenda is supported by viable market access options. 
	•
	Improve
performance in support of long-term sustainability goals and enhance reputation by positioning Suncor as a leader with industry, governments and other critical
stakeholders. 










 2015 Performance Highlights


Mr. Williams ensured the company's strategic focus on operational excellence, capital discipline and profitable growth remained well articulated and unchanged. 


The
company incurred a net loss of $1.995 billion, including non-recurring items, in a difficult business environment and achieved operating earnings(1) of $1.465 billion.
Progress on cost management and profitability were evident in 2015: a strong management response to the continued decline in oil prices led to a 10% reduction in operating, selling and general
("OS&G") costs and a 5% reduction in capital costs. The company's strategy, guided by Mr. Williams, ensured that in 2015, all dividends and sustaining capital were funded through internal
resources, even in the low commodity price environment. With Mr. Williams' guidance, Suncor led the Suncor Compensation Peers in 2015 on TSR. 


From
an operations perspective, overall total average production was 577.8 mboe/d compared to 534.9 mboe/d in 2014. Oil Sands operations production increased to 433.6 mbbls/d from
390.9 mbbls/d in 2014, reflecting strong performance across the company's operations. Upgrader production for 2015 was at 320.1 mbbls/d, an 11% improvement over the 289.1 mbbls/d
achieved in 2014. 


Mr. Williams
oversaw efforts to reduce operational risk and improve personal and process safety performance. Suncor's Oil Sands Safety Task Force has progressed to plan and is demonstrating
significant, sustainable improvement. Key operational controls were deployed across Suncor to improve safety, environmental performance and operator driven reliability. RIF in 2015 was 0.45, a 15%
improvement over the prior three year average. A Serious Incident Frequency metric was introduced in 2015 to focus on high consequence personal safety risk. Lost Time Injury Frequency was unchanged at
0.04 compared to the prior year and reflects a 20% improvement over the prior three year average. 


With
Mr. Williams' guidance, the company continued to make excellent progress in reducing costs. Oil Sands cash operating costs per barrel(1) have been reduced by $5.95 as
compared to 2014, coming in at $27.85, which was down 18% year over year. 


The
President and CEO continued to advance profitable growth objectives, including development of the Fort Hills project. All major milestones in 2015 were achieved through the execution and operating
teams and the project remains on track for delivery of sanctioned costs and schedule. The project also achieved top decile construction industry safety performance with a RIF below 0.45. 






	(1)
	ROCE,
operating earnings and Oil Sands cash operating costs per barrel are non-GAAP measures. See the "Advisories" section beginning on page 68 of this management
proxy circular. 








SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





43







 







 



















 President and CEO Performance in 2015 (continued)

















2015 Performance Highlights


Mr. Williams continued to drive a market access strategy to ensure Suncor will be able to transport its growing production to market with current infrastructure options
through the end of this decade. The 2015 Line 9 reversal will increase flexibility by providing Suncor's Montreal refinery with increased access to inland crudes. 


Mr. Williams
also continued to drive improved performance in support of long-term sustainability goals by focusing on operational excellence and improved reliability, driving progress in new
technology investments and participating in industry collaboration to improve environmental performance, including as part of COSIA. 


He
continued to build and enhance Suncor's reputation by proactively engaging with a broad range of stakeholders. He personally met with, and represented Suncor's interests to, provincial, federal and
Aboriginal leaders. On request of the Alberta premier, he agreed to serve as the Co-Chair of the Premier's Advisory Committee on Economic Diversification and was one of a few industry leaders asked to
support the federal delegation at COP21 in Paris. In addition, through a committed vision of climate leadership, he worked with industry colleagues and engaged directly with North American
environmental leaders, resulting in aligned recommendations to government in connection with an historic, and globally supported, climate framework for Alberta. 


Mr. Williams
also demonstrated national leadership through his role as an advisor to Canada's Ecofiscal Commission, continued to strengthen Suncor relationships with Aboriginal communities, and
offered his support to the community, serving as Co-Chair of Indspire's successful "Building Brighter Futures Campaign". 



Through
a range of speeches to a variety of audiences and engagement with media, Mr. Williams secured a leading share of voice in the media among Canadian energy producers. 













Total Direct Compensation. The corresponding chart displays
Mr. Williams' total direct compensation for the past three years. The mid- and long-term incentive amounts are the deemed value of the equity grants (at the date of grant, and as
calculated using the methodology described under the "Summary Compensation Table" on page 54 of this management proxy circular) and will differ from the ultimate value realized from the awards
based on Suncor's relative and absolute share price performance over time. 




  









 44   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 







Alister Cowan, Executive Vice President and Chief Financial Officer



Mr. Cowan
was appointed Executive Vice President and Chief Financial Officer in July 2014. He is responsible for directing Suncor's financial operations, including controllers, investor
relations, treasury, tax, internal audit
and enterprise risk management. His efforts are focused on ensuring that Suncor has the financial strength necessary to execute the company's strategic plans. 









 

















 2015 Performance 













2015 Goals


	•
	Establish
and execute financial strategies in support of achieving the company's business and risk management objectives. 
	•
	Drive
continuous improvement across Suncor, with a focus on capital discipline, cost management and profitable growth. 
	•
	Enhance
the leadership, performance capabilities and effectiveness of the Finance team. 
	•
	Enhance
Suncor's profile and relationships with external stakeholders and the investment community. 









 2015 Performance Highlights


Mr. Cowan played an integral role in the development and implementation of Suncor's financial strategies in support of Suncor's business and risk management objectives.
His efforts in 2015 were focused on balancing increasing shareholder returns and investment in profitable growth while maintaining a strong financial position. Suncor's continued financial strength is
a direct result of Mr. Cowan's careful stewardship of the company's financial position over the past year, which included the execution of strategies to increase liquidity, ensure financial
flexibility and lower financing costs. 


In
his capacity as Chief Financial Officer, Mr. Cowan ensured Suncor maintained an unwavering focus on key priorities: capital discipline, cost management and profitable growth. He played a
significant role in the development and execution of cost management and efficiency plans across the company. This included the announcement of a reduction of Suncor's capital budget by
$1 billion, a reduction in the operational budget of $600 million to $800 million, and a reduction in the workforce of over 1,000 people. Reductions exceeded forecasts and
the operating budget reduction was achieved in 2015, significantly ahead of the projected two year schedule. While delivering value to shareholders, this work ensured Suncor was effectively positioned
to respond to lower commodity prices, as well as continue to progress key growth projects. 


As
part of an ongoing focus on continuous improvement, Mr. Cowan reviewed the structure and capacity of the Finance organization. This review resulted in changes in the leadership team, as well
as the structure and size of the organization. These changes helped strengthen capacity and increase the function's efficiency and effectiveness. 


Mr. Cowan
was very active in helping to support the company's profile and relationships with key financial stakeholders. Over the course of 2015, he met with a wide range of key company
stakeholders, and actively participated in conference calls, presentations and meetings with a range of investors, analysts, government and community leaders. 













Total Direct
Compensation. The corresponding chart displays Mr. Cowan's total direct compensation for the past two years. The mid- and
long-term incentive amounts are the deemed value of the equity grants (at the date of grant, and as calculated using the methodology described under the "Summary Compensation Table" on
page 54 of this management proxy circular) and will differ from the ultimate value realized from the awards based on Suncor's relative and absolute share price performance over time. 




  








 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





 45







 







Mark S. Little, Executive Vice President, Upstream



In
January 2014, Mr. Little was named Executive Vice President, Upstream and became responsible for all operated, non-operated and joint venture production, including Oil Sands, In Situ,
Exploration and Production, and the future operations of Fort Hills. 


























 2015 Performance 













2015 Goals


	•
	Continue
to drive safety improvement across upstream and throughout the Wood Buffalo region. 
	•
	Continue
the journey to operational excellence across the upstream portfolio. 
	•
	Deliver
production safely with improved environmental performance and lower unit costs. 
	•
	Drive
to a world class start-up and operation of the Fort Hills project. 
	•
	Continue
to progress key upstream investments to maximize shareholder value. 









 2015 Performance Highlights



Under Mr. Little's leadership, Suncor's Oil Sands Safety Task Force team (formed in 2014) developed and successfully implemented 16 safety-related solutions to drive safety improvements
across the business in 2015.
This important work placed a major focus on safety leadership and communications to reset the way all employees approach safety from senior leadership to the frontline. The renewed focus on safety led
to the Oil Sands business having its best ever employee safety performance in 2015. As Chair of the Oil Sands Safety Association, Mr. Little championed the adoption of a new standard set of
safety rules across the Wood Buffalo region to promote consistency across oil sands work sites in the area. 


Mr. Little's
continued focus on operational excellence in 2015 contributed significantly to Suncor's strength through the current commodity cycle. Total 2015 upstream production was up 8% from
2014 production to 577.8 mboe/d. This increase was primarily driven by increased Oil Sands operations production, which improved to 433.6 mbbls/d, an 11% increase over the last annual
production record established in 2014. This improvement was achieved with minimal additional capital investment. Upgrading asset utilization also increased by more than 8% year over year to 91%,
Suncor's best ever performance in this area. 


Record
production, combined with a reduction in absolute costs achieved, resulted in a nearly 18% year over year decrease in Oil Sands cash operating cost per barrel(1) to $27.85 in
2015; the lowest it has been since 2007. This was accomplished, in large part, through a sizeable restructure and a significant and unwavering focus on cost management. 


In
2015, Mr. Little established a dedicated organization to continue driving towards a world-class Fort Hills project start-up. This team will work to ensure alignment with Suncor Base Plant
processes and systems to leverage Suncor's experience as the operator of the project and drive efficiencies. Mr. Little's work on key upstream investments, such as the power facilities swap
with TransAlta Corporation and the purchase of an additional working interest in the Fort Hills project, also resulted in enhanced shareholder value. 


Mr. Little
continued to improve on upstream environmental performance. Through his leadership, the business achieved several improvements in 2015 compared to the prior year, including a nearly
10% decrease in energy intensity, a 28% decrease in air emissions and a further 13% decrease in fresh water intake, which amounts to a 31% reduction since 2013. 






	(1)
	Oil
Sands cash operating costs per barrel is a non-GAAP measure. See the "Advisories" section beginning on page 68 of this management proxy circular. 










 Total Direct
Compensation. The corresponding chart displays Mr. Little's total direct compensation for the past three years. The
mid- and long-term incentive amounts are the deemed value of the equity grants (at the date of grant, and as calculated using the methodology described under the "Summary Compensation Table" on
page 54 of this management proxy circular) and will differ from the ultimate value realized from the awards based on Suncor's relative and absolute share price performance over time. 





  








 46   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 







Michael R. MacSween, Executive Vice President, Major Projects



Mr. MacSween
was appointed Executive Vice President, Major Projects in early 2012. Mr. MacSween leads safe and cost-effective engineering, procurement and construction activities for
Suncor's growth projects in the upstream, downstream and renewable energy portfolios. 


























 2015 Performance 













2015 Goals


	•
	Improve
personal and process safety performance. 
	•
	Safely
and efficiently deliver and advance a reliable suite of growth and sustaining projects. 
	•
	Effective
execution of the Fort Hills project. 
	•
	Improve
workforce productivity, competence and diversity. 
	•
	Enhance
Suncor's reputation through participation in external efforts that contribute to industry collaboration, assure workforce competence and support labour needs. 










 2015 Performance Highlights


Through Mr. MacSween's leadership, Major Projects supported and delivered on approximately $5 billion of projects in 2015 that are expected to contribute tangible
value to Suncor. The business continued to improve its RIF performance in 2015, achieving record results with special attention focused on serious, high-risk,
high-potential incidents. 


Mr. MacSween
led broad implementation of the Asset Development and Execution Model – introduced in 2014 – and
realization of organizational efficiencies implemented over the past two years. These efforts are intended to deliver value while improving safety and project quality. Mr. MacSween also ensured
collaborative efforts such as 'safety summits' with project contractors reinforced Suncor's commitment to safety as well as fostered improvements in safety and productivity culture across all
project sites. 


Mr. MacSween
has maintained an unwavering focus on ensuring the successful progress of the Fort Hills project. All critical milestones continue to be met for the project. Engineering is
substantially complete and fabrication is well underway with equipment arriving at the project location. On site construction progress has surpassed 50% completion and is tracking to plan. Safety and
environmental performance continues to track positively against project goals and relative to industry benchmarks. Significant progress has been made to align the transition of Fort Hills' assets from
construction to operations. During 2015, the project and operations teams collaborated to safely hand over the first assets and systems including the wastewater treatment plant and Mount Logan Lodge,
which provides accommodation for staff working at the Fort Hills site. 


Collaboration
continued with a broad range of industry organizations to identify opportunities and drive field productivity improvements across the sector. A number of pilot initiatives were started
in 2015 in collaboration with engineering, procurement and construction contractors, fabricators and labour groups. 



Mr. MacSween
continues to be engaged in the community helping to enhance the company's reputation. He remains on the Board of Directors of Go Productivity (formerly Productivity Alberta);
serves as chair of the Canadian Welding Bureau; and was a cabinet member for the third year with the Calgary United Way. In 2015 he also spoke about workplace diversity and productivity challenges at
events in Calgary. 













 Total Direct
Compensation. The corresponding chart displays Mr. MacSween's total direct compensation for the past three years. The
mid- and long-term incentive amounts are the deemed value of the equity grants (at the date of grant, and as calculated using the methodology described under the "Summary Compensation Table" on
page 54 of this management proxy circular) and will differ from the ultimate value realized from the awards based on Suncor's relative and absolute share price performance over time. 





  








SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





47







 







 Stephen D.L. Reynish, Executive Vice President, Strategy & Corporate
Development


Mr. Reynish
was appointed Executive Vice President, Strategy & Corporate Development in January 2014. His primary roles are to develop and communicate the optimal development
strategy for the Corporation and to exercise executive management over Suncor's supply chain and purchasing function. His responsibilities include the development of long range business plans,
acquisitions and divestment initiatives, and the
oversight of other large-scale commercial activities. He continues to represent Suncor's interests in operated and non-operated joint ventures such as the Fort Hills and Joslyn oil
sands projects. 


























 2015 Performance 













2015 Goals


	•
	Ensure
Suncor's corporate strategy and asset portfolio is positioned to deliver earnings growth, industry leading returns in accordance with Suncor's triple bottom line
objectives. 
	•
	Develop
and maintain a culture of capital discipline and long-term value creation in Suncor. 
	•
	Develop
and maintain a culture of operational excellence in Suncor's commercial business activities and other stakeholder relationships, including suppliers and joint
venture partners. 
	•
	Facilitate
clear communication of Suncor's strategic intent to shareholders and other stakeholders. 










 2015 Performance Highlights


Mr. Reynish continued to guide Suncor's portfolio optimization throughout 2015. His efforts were focused on helping Suncor continue to add to its resource base, enhance
its growth profile, reduce its reliance on third party operators and make asset divestments to position the company for long-term value creation. Key accomplishments in this area were guiding the
acquisition of an additional 10% interest in the Fort Hills project, and the launch of an unsolicited offer for Canadian Oil Sands Limited. 


As
part of Suncor's capital discipline focus, Mr. Reynish played a lead role in the capital project review process that manages capital allocations throughout the Corporation. 



Mr. Reynish
continued to play an on-going role in achieving sustainable reductions in operating and overhead costs through his leadership of the supply chain function. This contributed to
improving Suncor's competitiveness. Corporate-wide OS&G were reduced 10% during 2015. Contract re-negotiation and management initiatives to reduce costs were started in 2015 and will remain on-going
through 2016. 


As
part of Suncor's logistics support function, Mr. Reynish provided oversight of material and manpower movements to operating sites. During 2015 this effort was specifically focused on Fort
Hills project construction requirements to ensure it remained on schedule and on budget. 



Mr. Reynish
co-ordinated new technology developments within the company's business units and through Suncor's participation in industry partnerships such as COSIA throughout the year. 


He
also continued work to ensure company-wide understanding of corporate strategy, and joint venture structures and projects, as well as associated commercial opportunities and risks through a series
of internal and external presentations. Delivering this information helped ensure close internal alignment on strategies and priorities. Mr. Reynish's efforts in this area were also effective
in positioning the company externally to take advantage of strategic business opportunities. 













Total Direct
Compensation. The corresponding chart displays Mr. Reynish's total direct compensation for the past three years. The
mid- and long-term incentive amounts are the deemed value of the equity grants (at the date of grant, and as calculated using the methodology described under the "Summary Compensation Table" on
page 54 of this management proxy circular) and will differ from the ultimate value realized from the awards based on Suncor's relative and absolute share price performance over time. 




  








48   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016









 

















 Looking Ahead to 2016:


The
HR&CC did not make any changes to the 2015 executive compensation structure for 2016. 


No
base salary increase budget was approved for executives or other employees. As a result, for 2016, annual base salaries for the NEOs and other executives will continue to be held at
2014 levels. 





On
February 3, 2016, the Board approved a grant of options and PSUs to the NEOs effective February 15, 2016, as displayed in the table below, under the terms of the SOP and the
PSU Plan. The exercise price of these options is $30.21. 



	





 Name	 	





 Options	 	





 PSUs	 
	








	S.W. WILLIAMS	 	795 000	 	135 150	 
	









	A. COWAN	 	230 000	 	39 100	 
	








	M.S. LITTLE	 	250 000	 	42 500	 
	








	M.R. MACSWEEN	 	240 000	 	40 800	 
	








	S.D.L. REYNISH	 	230 000	 	39 100	 
	



















Executive Compensation Alignment with Shareholder Value


In an industry subject to commodity price cycles, Suncor's focus is on long-term shareholder value growth and ensuring returns to shareholders. Suncor's common shares were
valued at $35.72 on the TSX at December 31, 2015, a decrease of approximately 3.2% over the year before. From 2010 to 2015, Suncor's share price decreased by approximately 6.7%. The following
performance graph shows Suncor's cumulative TSR for the past five years. The total direct compensation of our NEOs over this period was generally aligned with the experience of shareholders, as a
substantial portion of NEO total direct compensation is linked to Suncor's share price. 




  


	(1)
	The
graph reflects the total cumulative return, assuming the reinvestment of all dividends, of $100 invested on December 31, 2010 in each of Suncor common shares, the S&P/TSX
Composite (TRIV) Index and the S&P/TSX Capped Energy (TRIV) Index.



	(2)
	The
year-end values of each investment shown on the graph are based on the share price appreciation plus dividend reinvestment. 








 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





 49







 







President and CEO Realizable Pay.
The aggregate three-year realizable pay chart shows the President and CEO's realizable total direct compensation compared to his pay opportunity at December 31, 2015 for the three-year period
from 2013 to 2015. The realizable pay value is approximately 11% below the pay opportunity level. The realizable pay level supports pay for performance alignment as the mid- to long-term value is in
line with TSR performance compared to peers and absolute share price performance. 




  



The
table below compares the grant date value of total direct compensation (pay opportunity), as reflected in the Summary Compensation Table, to the President and CEO's realizable total direct
compensation for the period 2013 to 2015 and displays the current value of $100 in compensation awarded in relation to the current value of $100 invested in Suncor's common shares at the beginning of
the period indicated. 



	





  	 	





 Total Direct

Compensation

(Pay Opportunity)(1)	 	






 Realizable

Total Direct

Compensation

as at Dec. 31,

2015(2)	 	 	 	





 Value of $100	 
	 	 	 	 	 	 	 	 	







	 
	





 Year	 	





 ($000s)	 	





 ($000s)	 	





 Performance Period	 	





 To P&CEO(3)	 	





 To Shareholders(4)	 
	








	2013	 	12 852	 	16 485	 	Dec 31, 2012 to Dec 31, 2015	 	128	 	118	 
	








	2014	 	12 266	 	8 619	 	Dec 31, 2013 to Dec 31, 2015	 	70	 	102	 
	








	2015	 	12 811	 	8 561	 	Dec 31, 2014 to Dec 31, 2015	 	67	 	100	 
	








	2013-2015	 	37 929	 	33 664	 	Dec 31, 2012 to Dec 31, 2015	 	89	 	118	 
	












	(1)
	Includes
salary and annual incentive earned and the grant date fair value of annual mid- to long-term awards granted in the particular year and for the aggregate period reported using
the valuation methodology described in the Summary Compensation Table in Suncor's management proxy circulars for the years 2014-2016.



	(2)
	For
the particular year and for the aggregate period reported, includes salary and annual incentive earned and annual mid- to long-term incentives granted valued as follows:
(i) value (market price received less exercise price) of options that were granted in that particular year and that were exercised as at or prior to December 31, 2015; (ii) the
"in-the-money" value (as at December 31, 2015) of options that were granted in that particular year and that had not been exercised as at December 31, 2015; (iii) value
attributed to PSUs that were granted in that particular year and that had vested as at December 31, 2015; (iv) value (as at December 31, 2015) attributed to PSUs, which
assumes a 100% performance factor, that were granted in that particular year and that have not vested as at December 31, 2015.



	(3)
	Represents
the actual value earned and outstanding to Mr. Williams for $100 awarded in total direct compensation (pay opportunity) for the period as indicated and ending
December 31, 2015.



	(4)
	Represents
the value of $100 invested in Suncor common shares made on the first day of the period indicated, assuming reinvestment of dividends. 









50   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 







NEO Realizable Pay. The pay
opportunity and realizable pay for total direct compensation for the NEOs over the period from 2013 to 2015 are shown in the chart below. Over this period, the realizable pay at December 31,
2015 for total direct compensation for the NEOs was approximately 14% lower than the pay opportunity, as determined in accordance with the methodology described in the footnotes for the Realizable Pay
chart below. The lower realizable pay value for total direct compensation for the NEOs has been generally consistent with the trend of total return on investment indicated for Suncor in the
performance graph provided above. 


Suncor's
strong operational performance during the period resulted in above target payouts under the AIP component of total direct compensation. At December 31, 2015, the value of annual mid-
to long-term incentive awards granted between 2013 and 2015 was approximately 19% lower than the expected value, as determined in accordance with the methodology described in the footnotes for the
Realizable Pay chart below. Two of the three stock option awards during the period had no value at December 31, 2015. The 2013 realizable pay is above the pay opportunity due to the higher than
target vesting level for the 2013 PSUs reflecting Suncor's strong TSR performance relative to peers through the 2013-2015 period. This indicates the variability of performance contingent mid- to
long-term compensation provided to the NEOs. 


The
lower current value at December 31, 2015 of the annual mid- to long-term incentive awards demonstrates alignment with Suncor's pay-for-performance philosophy, TSR performance relative to
peers and absolute share price performance. 




  


	(1)
	Values
for 2013 include those ascribed to Messrs. Williams, Little, MacSween and Reynish. Values for 2014 include those ascribed to Messrs. Williams, Cowan, Little,
MacSween and Reynish. Mr. Cowan commenced employment with Suncor on July 21, 2014 and is therefore only included in the 2014 and 2015 values.



	(2)
	The
Pay Opportunity bars in the graph illustrate the total direct compensation pay opportunity, as reported in the Summary Compensation Table at December 31 for the particular
year reported, and in the case of the Aggregate 3 Year Total, a sum of the pay opportunity reported for 2013 to 2015. The Pay Opportunity includes salary and annual incentive earned during the
year reported and the grant date fair value of annual mid- to long-term awards granted in the particular year reported using the valuation methodology described in the Summary Compensation Table in
Suncor's management proxy circulars for the particular year reported.



	(3)
	The
Realizable Pay bars in the graph illustrate the total direct compensation realizable pay of the particular year reported, and in the case of the Aggregate 3 Year Total, a
sum of the realizable pay reported for 2013 to 2015. The Realizable Pay includes salary and annual incentive earned during the particular year reported and annual mid- to long-term incentives granted
during the particular year valued as follows: (i) value (market price received less exercise price) of options that were granted in that particular year and that were exercised as at or prior
to December 31, 2015; (ii) the "in-the-money" value (as at December 31, 2015) of options that were granted in that particular year and that had not been exercised as at
December 31, 2015; (iii) value attributed to PSUs that were granted in that particular year and that had vested as at December 31, 2015; (iv) value (as at
December 31, 2015) attributed to PSUs, which assumes a 100% performance factor, that were granted in that particular year and that have not vested as at December 31, 2015;
(v) value attributed to DSUs where applicable that were granted in that particular year, which vested immediately, valued at December 31, 2015; and (vi) value (as at
December 31, 2015) attributed to RSUs where applicable that were granted in that particular year and that have not matured as at December 31, 2015. 








SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





51







 







 Cost of Management. The following
table includes the aggregate total direct compensation for all NEOs compared to Suncor's operating earnings and market capitalization for the years ended December 31, 2015 and 2014. 



	 	 	





 2015	 	





 2014	 
	








	Total direct compensation of all NEOs(1)(2)	 	$29.9	 	$28.9	 
	








	Total direct compensation as a percentage (%) of Operating Earnings(3) at December 31	 	2.0%	 	0.6%	 
	








	Total direct compensation as a percentage (%) of Suncor's Market Capitalization at December 31	 	0.1%	 	0.1%	 
	












	(1)
	Values
reported in millions. Total direct compensation includes salary and annual incentives earned during the particular year reported and the grant date fair value of annual mid- to
long-term incentive awards granted in the particular year reported using the valuation methodology described in the Summary Compensation Table in Suncor's 2015 management proxy circular and in this
management proxy circular for the particular year reported.



	(2)
	For
both 2014 and 2015, NEOs included Messrs. Williams, Cowan, Reynish, Little and MacSween. Mr. Cowan commenced employment with Suncor on July 21, 2014.



	(3)
	Operating
earnings is a non-GAAP measure. See the "Advisories" section beginning on page 68 of this management proxy circular. 









President and CEO Look Back. The
HR&CC follows good governance practice in annually reviewing a broader analysis of the total compensation earned and accruing to the President and CEO since his appointment and relating it to the TSR
during the same period. 


In
its recent review, the HR&CC compared the total accrued compensation earned by the President and CEO since his appointment in 2012 up to December 31, 2015 to both the absolute increase in
market capitalization, and the relative increase in market capitalization versus a relevant index over the same period, and found it to be reasonable. 









 52   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016









 





  





COMPENSATION DISCLOSURE OF NAMED EXECUTIVE OFFICERS








 Aggregate Equity Holdings. The following table
provides the aggregate equity holdings of the NEOs for the years ended December 31, 2014 and 2015, indicating the net change during 2015 and the total value at risk as at
December 31, 2015. 



	 	 	






 December 31, 2014	 	






 December 31, 2015	 
	 	 	







	 	








	





 Name	 	





 Shares	 	





 DSUs(1)(2)	 	





 PSUs(1)(3)	 	





 Options	 	





 RSUs(1)	 	





 Shares	 	





 DSUs(1)(2)	 	





 PSUs(1)(3)	 	





 Options	 	





 RSUs(1)	 
	








	S.W. WILLIAMS	 	391 803	 	41 258	 	292 443	 	1 929 000	 	—	 	398 249	 	42 605	 	269 537	 	2 481 000	 	—	 
	








	A. COWAN	 	10 748	 	9 394	(4)	38 747	 	152 800	 	9 436	(5)	10 748	 	17 828	 	83 369	 	362 800	 	9 742	 
	








	M.S. LITTLE	 	39 652	 	9 222	 	103 656	 	608 000	 	—	 	43 014	 	21 205	 	98 972	 	818 000	 	—	 
	








	M.R. MACSWEEN	 	20 739	 	25 925	 	80 873	 	423 400	 	—	 	25 416	 	34 899	 	85 732	 	633 400	 	—	 
	








	S.D.L. REYNISH	 	6 935	 	15 056	(4)	80 873	 	257 934	 	7 052	(5)	9 420	 	15 547	 	82 635	 	452 934	 	7 281	 
	













	 





	 	 	






 Net change during 2015
	 	 	








	





 Name	 	





 Shares	 	





 DSUs(1)	 	





 PSUs(1)	 	





 Options	 	





 RSUs(1)	 
	








	S.W. WILLIAMS	 	6 446	 	1 347	 	(22 906	)	552 000	 	—	 
	








	A. COWAN	 	—	 	8 434	 	44 622	 	210 000	 	306	 
	








	M.S. LITTLE	 	3 362	 	11 984	 	(4 684	)	210 000	 	—	 
	








	M.R. MACSWEEN	 	4 677	 	8 973	 	4 859	 	210 000	 	—	 
	








	S.D.L. REYNISH	 	2 485	 	492	 	1 761	 	195 000	 	229	 
	













	 





	 	 	






 Value at Risk
	 	 	








	





 Name	 	





 Value of

Shares(6)

($)	 	





 Value of

DSUs(6)

($)	 	





 Value of

PSUs(6)

($)	 	





 Value of

Options(7)

($)	 	





 Value of

RSUs(6)

($)	 	





 Total Value

at Risk

($)	 	





 Multiple

of Salary

(#)	 
	








	S.W. WILLIAMS	 	14 225 454	 	1 521 848	 	9 627 866	 	2 890 720	 	—	 	28 265 887	 	20.6	 
	








	A. COWAN	 	383 919	 	636 806	 	2 977 926	 	—	 	347 985	 	4 346 636	 	7.0	 
	








	M.S. LITTLE	 	1 536 460	 	757 449	 	3 535 281	 	722 110	 	—	 	6 551 300	 	10.1	 
	








	M.R. MACSWEEN	 	907 860	 	1 246 575	 	3 062 345	 	374 800	 	—	 	5 591 579	 	10.4	 
	








	S.D.L. REYNISH	 	336 482	 	555 353	 	2 951 705	 	252 979	 	260 088	 	4 356 608	 	7.9	 
	












	(1)
	DSUs,
PSUs and RSUs include dividend reinvestment. DSUs, PSUs and RSUs are rounded for display purposes.



	(2)
	NEOs
may elect to receive a portion of their AIP award in DSUs in lieu of cash.



	(3)
	Excludes
PSU grants that vested December 31, 2014, in the case of values reported for 2014, and PSU grants that vested December 31, 2015, in the case of values reported
for 2015.



	(4)
	Mr. Cowan
received a one-time DSU grant upon hire. Mr. Reynish received DSUs upon hire in 2012 which were granted in two instalments, half at hire and half
in 2014.



	(5)
	Mr. Cowan
received a one-time RSU grant upon hire. Mr. Reynish was awarded a one-time RSU grant in recognition of his role as interim Chief Financial Officer
in 2014.



	(6)
	Share-Based
Awards are calculated based on the actual units, including the fractional units, as at December 31, 2015. The value of shares and share-based awards are calculated
based on the closing price of a Suncor common share on the TSX as at December 31, 2015 ($35.72). PSUs are projected at a 100% payout.



	(7)
	Value
of options is based on the "in-the-money" amount of the exercisable and non-exercisable options held as at December 31, 2015. The "in-the-money" amount is the difference
between the closing price of a Suncor common share on the TSX as at December 31, 2015 ($35.72) and the exercise price of the option. 








 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





53







 







Summary Compensation Table. The
following table provides information concerning compensation paid to the NEOs for the years ended December 31, 2015, 2014 and 2013. 



	





 Name and Principal	 	





  	 	





 Salary	 	





 Share-

Based

Awards(1)	 	





 Option-

Based

Awards(2)	 	






 Non-equity incentive

plan compensation ($)
 







	 	





 Pension

Value(4)	 	





 All Other

Compensation(5)	 	





 Total

Compensation	 
	





 Position	 	





 Year	 	





 ($)	 	





 ($)	 	





 ($)	 	





 Annual(3)	 	





 Long-Term	 	





 ($)	 	





 ($)	 	





 ($)	 
	








	





 S.W. WILLIAMS	 	2015	 	1 375 000	 	4 668 000	 	4 008 000	 	2 760 000	 	—	 	(771 300	)	160 795	 	12 200 495	 
	 	 	








	President and Chief	 	2014	 	1 361 731	 	4 955 500	 	3 894 000	 	2 055 000	 	—	 	(37 500	)	161 205	 	12 389 936	 
	 	 	








	Executive Officer	 	2013	 	1 291 346	 	4 687 224	 	4 453 600	 	2 420 000	 	—	 	(162 500	)	149 560	 	12 839 230	 
	








	





 A. COWAN	 	2015	 	625 000	 	1 633 800	 	1 402 800	 	675 000	 	—	 	602 500	 	169 766	 	5 108 866	 
	 	 	








	Executive Vice President	 	2014	 	274 038	 	2 442 483	 	1 081 824	 	300 000	 	—	 	217 800	 	300 000	 	4 616 145	 
	 	 	








	and Chief Financial	 	2013	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 
	Officer(6)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	








	





 M.S. LITTLE	 	2015	 	650 000	 	1 633 800	 	1 402 800	 	800 000	 	—	 	543 100	 	49 070	 	5 078 770	 
	 	 	









	Executive Vice President,	 	2014	 	642 923	 	1 892 100	 	1 486 800	 	575 000	 	—	 	701 300	 	50 145	 	5 348 268	 
	 	 	








	Upstream	 	2013	 	603 077	 	1 541 850	 	1 465 000	 	700 000	 	—	 	814 000	 	50 797	 	5 174 724	 
	








	





 M.R. MACSWEEN	 	2015	 	540 000	 	1 633 800	 	1 402 800	 	650 000	 	—	 	467 800	 	29 700	 	4 724 100	 
	 	 	









	Executive Vice President,	 	2014	 	534 692	 	1 441 600	 	1 132 800	 	600 000	 	—	 	594 600	 	29 971	 	4 333 663	 
	 	 	








	Major Projects	 	2013	 	503 942	 	1 233 480	 	1 172 000	 	540 000	 	—	 	751 400	 	33 952	 	4 234 774	 
	








	





 S.D.L. REYNISH	 	2015	 	550 000	 	1 517 100	 	1 302 600	 	620 000	 	—	 	515 500	 	37 506	 	4 542 706	 
	 	 	









	Executive Vice President,	 	2014	 	545 577	 	1 974 632	 	1 132 800	 	550 000	 	—	 	517 000	 	36 276	 	4 756 285	 
	 	 	








	Strategy & Corporate	 	2013	 	520 673	 	1 233 480	 	1 172 000	 	530 000	 	—	 	370 300	 	37 836	 	3 864 289	 
	Development(7)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	












	(1)
	For
share-based awards, the fair value of awards at the grant date reflects the number of PSUs, RSUs or DSUs awarded multiplied by the grant price. We use this methodology for
consistency with market practice and with the methodology used in competitive market analysis. For PSUs and RSUs, the grant price is calculated as the average of the high and low common share prices
on the five trading days preceding the grant date. For DSUs, the grant price is calculated as the average of the high and low common share prices on the trading day preceding the grant date. For the
grant prices of share-based awards granted to the NEOs, see Schedule D.



	(2)
	Effective
January 1, 2013, Suncor commenced valuing its option-based awards using the Black Scholes methodology, which is in accordance with International Financial Reporting
Standards, for consistency with the accounting valuation. For option-based awards, the fair value of the awards at the grant date reflects the number of options awarded multiplied by the accounting
fair value price. The fair value of the 2015 option award was $6.68. The fair value was calculated using the following assumptions: common share weighted average price of $38.86, expected life of
4.5 years, volatility of 27.9%, risk free rate of 0.65% and dividend yield of 2.85%. For information on the 2014 and 2013 options, refer to the Summary Compensation Table in Suncor's 2015 and
2014 management proxy circulars, respectively.



	(3)
	Consists
solely of awards earned under Suncor's AIP. Awards earned and included under AIP for 2015 performance were paid in 2016. Similarly, awards earned and included for 2014 and
2013 were paid in the year following the year in which they were earned.



	(4)
	The
Pension Value reflects the compensatory change as disclosed in the tables under the "Defined Benefits Plans" and the "Defined Contribution Plans" sections on page 58 of
this management proxy circular.



	(5)
	For
all the NEOs, All Other Compensation for 2015 includes actual costs incurred by Suncor related to company contributions to the Suncor savings plan which provides up to 7.5% of
basic earnings on a matching basis on behalf of the individual. For Messrs. Williams and Little, value also includes gross ups for taxes associated with Sunjet flights for Mr. Little and
corporate jet for Mr. Williams. For Mr. Cowan, value includes $150,000 cash payment which is the remaining portion of a loss of compensation payment committed at hire in 2014. For
Mr. Williams, value also includes the aggregate total of annual perquisites and other personal benefits consisting of a flexible perquisite allowance of $50,000 which is a taxable benefit that
is paid in two installments semi-annually. With the exception of Mr. Williams, the aggregate amount of annual perquisites and other personal benefits did not exceed the lesser of $50,000 or 10%
of the total annual salary for each NEO for the 2015 financial year and are not included in the All Other Compensation value. Mr. Williams' All Other Compensation for 2014 has been restated to
include an air travel benefit of $5,260.



	(6)
	Mr. Cowan
was appointed Executive Vice President and Chief Financial Officer effective July 21, 2014. At that time he received a one-time DSU grant and a one-time
RSU grant.



	(7)
	Mr. Reynish
was awarded a one-time RSU grant in recognition of his role as interim Chief Financial Officer in 2014 while he was also Executive Vice President, Strategy &
Corporate Development. 









54   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 







 Share-Based Awards and Option-Based
Awards. The following table provides certain information about option-based awards and share-based awards outstanding for the NEOs as at
December 31, 2015. For further details, including the exercise price and expiration date, of each option-based award held by the NEOs as at December 31, 2015, see Schedule D. 



	 	 	






 Option-Based Awards	 	






 Share-Based Awards
	 	 	







	 	








	





 Name	 	





 Aggregate

number of

securities

underlying

unexercised

options	 	





 Aggregate

value of

unexercised

'in-the-money'

options(1)

($)	 	





 Aggregate

number of

shares or

units of

shares that

have not

vested(2)	 	





 Aggregate

market or

payout value

of share-

based awards

that have

not vested(2)(3)

($)	 	





 Aggregate

market or

payout value

of vested

share-based

awards not

paid out

or distributed(4)

($)	 
	








	S.W. WILLIAMS	 	2 481 000	 	2 890 720	 	269 537	 	9 627 866	 	13 056 575	 
	








	A. COWAN	 	362 800	 	—	 	93 111	 	3 325 911	 	636 806	 
	








	M.S. LITTLE	 	818 000	 	722 110	 	98 972	 	3 535 281	 	4 551 767	 
	








	M.R. MACSWEEN	 	633 400	 	374 800	 	85 732	 	3 062 345	 	4 282 030	 
	








	S.D.L. REYNISH	 	452 934	 	252 979	 	89 916	 	3 211 794	 	3 590 808	 
	












	(1)
	Value
of options is based on the "in-the-money" amount of the exercisable and non-exercisable options held as at December 31, 2015. The "in-the-money" amount is the difference
between the closing price of a Suncor common share on the TSX as at December 31, 2015 ($35.72) and the exercise price of the option.



	(2)
	Includes
PSUs granted under the PSU Plan which were held by the NEOs as at December 31, 2015. Excludes PSUs issued in 2013 that vested December 31, 2015. In the case of
Messrs. Cowan and Reynish, also includes RSUs granted under the Restricted Share Unit Plan (the "RSU Plan") which were held as at December 31, 2015. The total number of PSUs and
RSUs, if applicable, are rounded for display purposes.



	(3)
	Value
of PSUs is calculated based on the actual units, including the fractional units, multiplied by the closing price of a Suncor common share on the TSX as at December 31,
2015 ($35.72). PSUs are projected to pay out at target. Under the PSU Plan, PSUs may vest between 0% and 200% based on performance at the end of the three-year period. See "Summary of Incentive
Plans – Performance Share Unit Plan" on page 62 of this management proxy circular for details. Value of RSUs is calculated based on the actual units,
including the fractional units, multiplied by the closing price of a Suncor common share on the TSX as at December 31, 2015 ($35.72).



	(4)
	Share-based
awards include DSUs granted under the DSU Plan which were held by the NEOs as at December 31, 2015. DSUs cannot be redeemed until an NEO ceases to be an employee.
Value of DSUs calculated based on the closing price of a Suncor common share on the TSX as at December 31, 2015 ($35.72). For Messrs. Williams, Little, MacSween and Reynish, this amount
also includes PSUs issued in 2013 under the PSU Plan that vested on December 31, 2015 and paid out in February 2016. The value of these PSUs is based on actual payout. 








SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





55








 







 Incentive Plan Awards – Value Vested or Earned
During the Year. The following table provides the value of option-based awards and share-based awards that vested during the year ended
December 31, 2015, and the value of non-equity incentive plan compensation earned during the year ended December 31, 2015, for the NEOs. 



	





 Name	 	





 Option-Based

awards – Value

vested during

the year (as at

vesting date)(1)

($)	 	






 Share-Based

awards – Value

vested during

the year(2)(3)

($)	 	





 Non-equity incentive

plan compensation –

Value earned during

the year(4)

($)	 
	








	S.W. WILLIAMS	 	1 004 651	 	11 534 727	 	2 760 000	 
	








	A. COWAN	 	—	 	300 000	 	675 000	 
	








	M.S. LITTLE	 	345 730	 	4 225 568	 	800 000	 
	








	M.R. MACSWEEN	 	271 202	 	3 335 454	 	650 000	 
	








	S.D.L. REYNISH	 	266 409	 	3 035 454	 	620 000	 
	












	(1)
	For
Messrs. Williams, Little, MacSween and Reynish, one-third of each of the options that were granted under the SOP in 2012, 2013 and 2014 vested in 2015. For
Mr. Cowan, one third of the options that were granted under the SOP in 2014 vested in 2015.



	(2)
	For
Messrs. Williams, Little, MacSween and Reynish, this amount includes PSUs issued in 2013 under the PSU Plan that vested on December 31, 2015 and paid out in
February 2016. Values reflected are based on actual payout.



	(3)
	For
Messrs. Cowan, Little and MacSween this amount represents DSUs issued in lieu of a cash award for all or part of their 2014 AIP, which were granted in 2015. Value of DSUs
calculated based on grant price.



	(4)
	Refers
to annual incentive payouts made under the AIP that paid out in February 2016, for recognition of performance in 2015. 










 Option Exercises – Value Realized During the
Year. The following table provides the number of Suncor common shares acquired upon the exercise of options as well as the aggregate value realized
upon the exercise of these options during the year ended December 31, 2015 for the NEOs. 



	





 Name	 	





 Common Shares Acquired

on Option Exercise	 	





 Aggregate Value

Realized(1)

($)	 
	








	S.W. WILLIAMS	 	48 000	 	893 526	 
	








	A. COWAN	 	—	 	—	 
	








	M.S. LITTLE	 	—	 	—	 
	








	M.R. MACSWEEN	 	—	 	—	 
	








	S.D.L. REYNISH	 	—	 	—	 
	












	(1)
	The
aggregate value realized equals the difference between the value of the option and the market price of the Suncor common shares on the TSX at time of exercise. 









56   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016







 







Suncor Retirement Arrangements. The
Suncor Energy Pension Plan is a registered pension plan that provides retirement income to Suncor employees and former employees, including Messrs. Williams, Cowan, Little, MacSween and
Reynish. Retirement income is based on a defined contribution account balance, or depending upon the employees' eligibility, based on a combination of a defined benefit pension payment, including an
employee-paid benefit feature, and a defined contribution account balance. Messrs. Williams, Cowan, Little, MacSween and Reynish participate in the combination provision of the plan. 


In
addition to the pension provided under the Suncor Energy Pension Plan, certain executive officers may receive supplemental retirement payments under the terms of the SERP. Under the terms of the
SERP, any new participants must be approved by the HR&CC. Ten persons who are currently members of Suncor senior executive management were participants in the SERP as at
December 31, 2015. 








 Quick Facts on SERP: 


	ü
	recognizes
only Suncor service;



	ü
	up-front
accrual is a helpful attraction tool;



	ü
	requires
five years of executive employment for vesting;



	ü
	recognizes
remuneration to a maximum of two times base salary.



The SERP is a non-registered supplemental retirement arrangement designed to attract mid-career executives with a competitive career based pension that features
an up-front accrual. This attraction element is balanced by features that limit the executive pension by: (i) requiring that an executive provide five years of service to be entitled to SERP
benefits, which is five years more than the service required under the Suncor Energy Pension Plan; (ii) limiting service to Suncor related experience only, both for vesting and benefit accrual
purposes; (iii) limiting the executive's total pension to 50%, unless there is total service greater than 25 years, in which case the maximum is 70% of executive remuneration; and
(iv) limiting executive remuneration to a maximum of two times base salary (base salary plus annual incentive target bonus of up to 100% of base salary). All of the NEOs are members of the
SERP. Additional details of the SERP follow. 


	•
	Executive
employment commences at the date of entry into the SERP.



	•
	The
SERP pension is based on the executive's remuneration multiplied by a combined accrual rate of 5% per year of executive employment plus a pension formula percentage
determined in respect of the Suncor Energy Pension Plan relating to service prior to becoming an executive, limited to a combined accrual rate of 50%. The pension increases by an additional 1.5% of
the executive's remuneration for executive employment earned after the executive completes 25 years of service. The total pension is limited to 70% of the executive's remuneration, as described
below.



	•
	Executive
remuneration is an annualized amount of the average salary plus target bonus for the best consecutive 36 months of the last 180 months of continuous
service. Target bonus cannot exceed 80% of base salary for Senior Vice Presidents and Executive Vice Presidents and 100% for the CEO.



	•
	Five
years of executive employment including, where applicable, the period of notice of termination or payment in lieu of such notice, are required for rights under the SERP
to vest. Executive officers with less than five years of executive employment are not eligible to receive supplemental retirement payments under the SERP except in the event of a change of control, or
a loss of employment upon or after the occurrence of certain specified events.



	•
	SERP
payments for retirement prior to age 60 will be reduced by 5/12th of 1% for each month that the executive retires before
age 60; no reduction is applied for retirement after age 60.



	•
	The
normal form of payment on retirement, and the basis on which benefits in the table under "Defined Benefit Plans" are computed is, for married executives, joint and
survivor, with 50% to the non-member surviving spouse; and for single executives, for life, with ten years guaranteed.



	•
	A
portion of retirement income is payable by the Suncor Energy Pension Plan, including both the defined benefit and defined contribution components, and a portion is payable
under the SERP. Canada Pension Plan payments are in addition to payments under the Suncor pension plans.



	•
	Trust
arrangements have been established to provide for the long-term funding of Suncor's non-U.S. taxpayer SERP obligations. 








SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR
2016   





 57







 







Defined Benefit Plans. The following table
summarizes the retirement income of each of the NEOs under the defined benefit provisions of Suncor's pension arrangements. 



	 	 	 	





 Annual Benefits

Payable(2)

	 	 	 	 	 	 	 	 	 	 
	 	 	 	







	 	 	 	 	 	 	 	 	 	 
	





 Name	





 Number of

years

credited

service(1)	 	





 As at

December 31,

2015

($)	 	





 At age 65

($)	 	





 Defined

Benefit

Obligation as

at January 1,

2015(3)

($)	 	





 Compensatory

change(4)

($)	 	





 Non-

compensatory

change(5)

($)	 	





 Defined

Benefit

Obligation as

at December 31,

2015(3)

($)	 	 
	









	S.W. WILLIAMS	14	 	1 341 182	 	1 340 655	 	21 359 880	 	(773 091	)	294 020	 	20 880 809	 	 
	








	A. COWAN	1	 	77 276	 	543 531	 	275 250	 	600 709	 	28 789	 	904 748	 	 
	








	M.S. LITTLE	7	 	392 041	 	549 906	 	5 311 327	 	541 309	 	40 847	 	5 893 483	 	 
	








	M.R. MACSWEEN	20	 	353 167	 	614 421	 	4 855 655	 	466 009	 	(259 659	)	5 062 005	 	 
	








	S.D.L. REYNISH	4	 	185 663	 	468 134	 	1 865 866	 	513 709	 	247 285	 	2 626 860	 	 
	












	(1)
	For
Mr. MacSween, credited service reflects executive employment of five years plus 15 years of service accrued under the Suncor Energy Pension Plan prior to becoming
an executive.



	(2)
	Represents
the estimated annual pension, excluding any employee paid ancillary benefits and before any applicable early retirement reduction that would be received by the NEO based on
actual pensionable service to the stated date and actual executive remuneration as at December 31, 2015.



	(3)
	The
defined benefit obligation is the estimated value of the pension obligation to the date indicated using the actuarial assumptions and methods that are consistent with those used
in determining the pension obligation as disclosed by Suncor in its consolidated financial statements. See note 22 in Suncor's consolidated financial statements for the year ended
December 31, 2015. The methods and assumptions used to determine the estimated amounts may not be identical to those used by other companies and as a result may not be directly comparable to
the amounts disclosed by other companies.



	(4)
	Compensatory
change represents the increase (decrease) in the pension obligation for 2015 related to the annual service cost, compensation changes higher or lower than assumptions and
the impact of plan changes, if any. This amount may fluctuate significantly from year-to-year as changes in compensation impact the pension obligation for all years of credited service.



	(5)
	Includes
items such as, but not limited to, interest on the obligation, changes in assumptions for future salary projections and changes to the discount rate. 









Defined Contribution Plans. Under
the combination provision of the Suncor Energy Pension Plan, applicable to Messrs. Williams, Cowan, Little, MacSween and Reynish, Suncor makes contributions to the defined contribution accounts
for all employees of 1% of basic earnings, plus up to an additional 1.5% of basic earnings on a 50% matching basis. All contributions to the defined contribution accounts are subject to
maximum levels. 


Under
the Suncor Energy Pension Plan, employees may invest the balance of their accounts in a broad range of investment funds made available by the plan; an employee's investment return is based upon
the market returns earned by each fund in which the employee has chosen to invest his or her contributions. At retirement, employees may transfer the balance of their accounts to a pension account as
prescribed by law or the company may purchase an annuity on behalf of the employee. 


The
following table summarizes the defined contributions accounts of each of the NEOs. 



	





 Name	 	





 Accumulated value

as at January 1,

2015

($)	 	





 Compensatory

($)	 	





 Accumulated value

as at December 31,

2015

($)	 
	








	S.W. WILLIAMS	 	27 459	 	1 791	 	30 262	 
	








	A. COWAN	 	13 950	 	1 791	 	18 323	 
	








	M.S. LITTLE	 	28 912	 	1 791	 	32 505	 
	








	M.R. MACSWEEN	 	178 504	 	1 791	 	190 136	 
	








	S.D.L. REYNISH	 	34 348	 	1 791	 	38 012	 
	



















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TERMINATION AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS








 Termination Agreements


Suncor has employment termination agreements with each of the NEOs. 








Quick Facts on

Termination Agreements: 


	ü
	are
in place with the President and CEO and nine of Suncor's other senior executives;



	ü
	provide
a 24-month notice period;



	ü
	are
"double trigger" on a change of control;



	ü
	are
reviewed annually by the HR&CC;



	ü
	terms
are updated periodically for agreements with new participants based on governance trends and
best practice.



NEOs are compensated based on their remuneration, in the event of termination of employment ("Termination Event") by Suncor, other than for just cause, and by
the individual within 120 days following a constructive dismissal event. 








Notice Period Provisions. For the NEOs, should a
Termination Event occur, the termination agreements provide a 24-month notice period. Cash payments are provided (i) for base salary and annual incentive during the notice period,
(ii) for SOP (as defined on page 42) options which, but for the Termination Event, would have become exercisable during the notice period unless the NEO is eligible for
retirement, in which case, under the terms of the SOP, unvested options would vest immediately and the option term would be reduced to the earlier of three years or expiry, and (iii) for PSUs
and RSUs that would pay out during the notice period based on a performance factor calculated as at the date of termination unless the NEO is eligible for retirement, in which case the PSUs and RSUs
would be held until the end of the
performance or maturity period (in the case of RSUs) and paid per the terms of the PSU and RSU plans, and for Mr. Cowan that are pro-rated for the period he was employed during the grant
period. The NEOs receive credited service under the SERP for the notice period. 








Double Trigger Provisions and Change of Control.
Suncor's termination agreements with the NEOs are "double trigger", and as such provide for payments based only upon involuntary termination or constructive dismissal on a change of control. 



Under
the SOP, the PSU Plan and the RSU Plan, a change of control generally includes a transaction or series of transactions whereby any person or combination of persons, acting jointly or in concert,
beneficially owns, directly or indirectly, or exercises control or direction over, 35% or more of the outstanding voting securities of Suncor or its successor. 


NEOs
with less than five years of executive service may become eligible to receive supplemental retirement payments under the SERP in the event of a change of control of Suncor, after the occurrence
of certain specified corporate changes, or for certain executives, after a substantial decrease in such executive's responsibilities. In addition, Suncor has entered into certain trust arrangements
for non-U.S. taxpayers to secure its obligations under the SERP upon a change in control of Suncor. 








Governance. The HR&CC annually reviews the status
of termination agreements and change of control arrangements for Suncor's senior executives and periodically reviews current governance trends and market practices. Based on the HR&CC's review of
governance trends and market practices, amendments may be made to agreement terms for new participants. 








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 Termination and Change of Control Benefits


The table below shows the incremental amounts to which the NEOs would be entitled under the circumstance of a termination and/or change of control on
December 31, 2015. 



	





 Type of Termination(1)	 	





 Base

Salary

($)	 	





 Short-Term

Incentive(2)

($)	 	





 Long-Term

Incentive(3)(4)

($)	 	





 Pension(5)

($)	 	






 Total Payout

($)	 
	








	





 S.W. WILLIAMS	 	 	 	 	 	 	 	 	 	 	 
	








	Resignation(6)	 	—	 	—	 	412 934	 	—	 	412 934	 
	









	Retirement	 	—	 	—	 	412 934	 	—	 	412 934	 
	








	Termination (Without Cause)	 	2 750 000	 	3 437 500	 	412 934	 	564 175	 	7 164 609	 
	








	Change of Control(7)	 	2 750 000	 	3 437 500	 	412 934(10)	 	564 175	 	7 164 609	 
	








	Change of Control(8)	 	—	 	—	 	412 934(10)	 	—	 	412 934	 
	








	





 A. COWAN	 	 	 	 	 	 	 	 	 	 	 
	








	Resignation	 	—	 	—	 	—	 	—	 	—	 
	








	Retirement(9)	 	—	 	—	 	—	 	—	 	—	 
	








	Termination (Without Cause)	 	1 250 000	 	937 500	 	—	 	273 017	 	2 460 517	 
	








	Change of Control(7)	 	1 250 000	 	937 500	 	3 199 637	 	1 947 871	 	7 335 008	 
	








	Change of Control(8)	 	—	 	—	 	—	 	726 182	 	726 182	 
	









	





 M.S. LITTLE	 	 	 	 	 	 	 	 	 	 	 
	








	Resignation	 	—	 	—	 	—	 	—	 	—	 
	








	Retirement(9)	 	—	 	—	 	—	 	—	 	—	 
	








	Termination (Without Cause)	 	1 300 000	 	975 000	 	7 439 970	 	2 060 219	 	11 775 189	 
	








	Change of Control(7)	 	1 300 000	 	975 000	 	7 439 970	 	2 060 219	 	11 775 189	 
	








	Change of Control(8)	 	—	 	—	 	—	 	—	 	—	 
	








	





 M.R. MACSWEEN	 	 	 	 	 	 	 	 	 	 	 
	








	Resignation	 	—	 	—	 	—	 	—	 	—	 
	








	Retirement(9)	 	—	 	—	 	—	 	—	 	—	 
	








	Termination (Without Cause)	 	1 080 000	 	810 000	 	6 435 682	 	2 905 274	 	11 230 956	 
	








	Change of Control(7)	 	1 080 000	 	810 000	 	6 435 682	 	2 905 274	 	11 230 956	 
	








	Change of Control(8)	 	—	 	—	 	—	 	1 483 650	 	1 483 650	 
	








	





 S.D.L. REYNISH	 	 	 	 	 	 	 	 	 	 	 
	








	Resignation(6)	 	—	 	—	 	108 666	 	—	 	108 666	 
	








	Retirement	 	—	 	—	 	108 666	 	—	 	108 666	 
	








	Termination (Without Cause)	 	1 100 000	 	825 000	 	108 666	 	4 127 216	 	6 160 882	 
	








	Change of Control(7)	 	1 100 000	 	825 000	 	108 666(10)	 	4 127 216	 	6 160 882	 
	








	Change of Control(8)	 	—	 	—	 	108 666(10)	 	2 523 877	 	2 632 543	 
	












	(1)
	In
the case of all the NEOs, for termination with cause, no incremental value will be realized.



	(2)
	Short-Term
Incentives include incremental annual bonus entitlement.



	(3)
	In
the case of Mr. Cowan for termination (without cause), Long-Term Incentive includes the incremental value of "in-the-money" unvested option-based awards that vest during the
notice period, calculated as the difference between the closing price of a Suncor common share on the TSX as at December 31, 2015 ($35.72) and the exercise price of the option. The options that
would have vested during the notice period are not "in-the-money". Under a change of control with involuntary termination, Long-Term Incentive includes the incremental value of all "in-the-money"
unvested option-based awards that vest at termination, calculated in the case of a termination (without cause) noted above, and the incremental value of PSUs and RSUs held, pro-rated for active period
of time in plan, that vest at termination, calculated as per the applicable Plan. PSUs are based on the performance level at December 31, 2015.



	(4)
	In
the case of Messrs. Little and MacSween, for termination (without cause), Long-Term Incentive includes the incremental value of all "in-the-money" unvested option-based
awards that vest during the notice period, calculated as the difference between the closing price of a Suncor common share on the TSX as at December 31, 2015 ($35.72) and the exercise price of
the option, and the incremental value of PSUs held, calculated as per the PSU Plan and based on performance level at December 31, 2015. Under a change of control with involuntary termination,
Long-Term Incentive includes the 









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incremental
value of all "in-the-money" unvested option-based awards and the incremental value of PSUs held that vest at termination, calculated as in the case of a termination (without cause)
noted above. 



	(5)
	In
the event of termination (without cause) each NEO is granted an additional two years of pension service in respect of the notice period under the terms of their respective
termination agreements. In addition, with a change in control, any non-vested NEOs would be immediately vested in the SERP. In the event of change in control (voluntary termination), immediate SERP
vesting is the only benefit; there are no further incremental pension benefits payable under this scenario.



	(6)
	In
the event of their resignation, Messrs. Williams and Reynish are retirement eligible. The value includes the incremental value of all "in-the-money" unvested option-based
awards held that vest as a result of their resignation. The values are calculated as the difference between the closing price of a Suncor common share on the TSX at December 31, 2015 ($35.72)
and the exercise price of the option.



	(7)
	Assumes
involuntary termination on change of control.



	(8)
	Assumes
voluntary termination on change of control.



	(9)
	Messrs. Cowan,
Little and MacSween were not eligible for retirement as of December 31, 2015.



	(10)
	In
the case of Messrs. Williams and Reynish, value includes the incremental value of all "in-the-money" unvested option-based awards held that vest as a result of retirement,
which they could voluntarily choose to do on a change of control. The values are calculated as the difference between the closing price of a Suncor common share on the TSX at December 31, 2015
($35.72) and the exercise price of the option. 









INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR
OFFICERS


No current or proposed director, executive officer or employee of Suncor, or any former director, executive officer or employee of Suncor, or any associate of
any of the foregoing, is, or has been at any time during 2015, excluding routine indebtedness, indebted to Suncor or its subsidiaries, either in connection with the purchase of Suncor securities
or otherwise. 









 SUMMARY OF INCENTIVE PLANS


The following table sets forth information in respect of securities authorized for issuance under our equity compensation plans as at
December 31, 2015. 



	





 Plan Category	





 Number of securities to

be issued upon exercise of

outstanding options

(a)	 	





 Weighted-average

exercise price of

outstanding options ($)

(b)	 	





 Number of securities remaining

available for future issuance

under equity compensation plans

(excluding securities

reflected in column (a))

(c)	 
	








	Equity compensation plans approved by security holders	25 749 639	 	36.74	 	18 626 133	 
	








	Equity compensation plans not approved by security holders	3 340 008	 	45.53	 	—	 
	








	Total	29 089 647	 	37.75	 	18 626 133	 
	













The numbers shown beside "Equity compensation plans approved by security holders" refer to options granted under the SOP, the closed Suncor Executive Stock Plan
(the "ESP") and the closed Petro-Canada Employee Stock Option Plan (the "PCSOP"). The numbers shown beside "Equity compensation plans not approved by security holders" refer to the
closed Suncor Key Contributor Stock Option Plan (the "SKCSO"). 








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Suncor Energy Stock Option Plan. The SOP provides
for the grant of stock options to purchase Suncor common shares, as well as the grant of stock appreciation rights ("SARs") to eligible employees of Suncor. Eligible employees are persons who provide
services to Suncor or any of its subsidiaries or partnerships and for whom we are required by law to make income source withholdings. 


Options
entitle the holder to purchase Suncor common shares at a price not less than the Market Value (as defined below) of the shares on the date of grant. Where SARs are granted on a
stand-alone basis, each SAR entitles the holder to receive, upon exercise, payment equal to the difference between the Market Value of a share on exercise and the Market Value of a Suncor common share
on the date of grant. The options and SARs generally have a term of seven years with a vesting schedule of one third per year over three years. "Market Value" means the simple average of the daily
high and low prices at which Suncor common shares were traded in one or more board lots on the TSX over the five trading days immediately preceding the date of grant or exercise date, as the case may
be. The exercise price of each option granted cannot be less than the fair market value of a common share at the time of grant. 


Due
to legislative changes in 2010 under the Income Tax Act (Canada), Suncor no longer grants SARs or tandem SARs to Canadian employees. 








Performance Share Unit Plan. PSUs form a
minimum of 50% of the equity component of target total direct compensation for executives. A PSU award may pay out based on a vesting level between 0% and 200% of the number of PSUs initially awarded
contingent upon Suncor's performance relative to a peer group of companies over a three-year period. PSUs provide for notional dividend re-investment. 


The
selection of peer group companies for a PSU grant is based on a variety of criteria including size (revenue and market capitalization), industry and business scope (integrated and exploration and
production companies), oil weighting, beta and stock behavior. The selection criterion is reviewed periodically and approved by the HR&CC. The PSU peer group is reviewed annually for new grants,
adjusted as appropriate and approved by the HR&CC. 


The
peer group and related information for the 2014 and 2015 PSU awards are displayed below. 



	





  	 	 	 	 	 
	








	Anadarko Petroleum Corporation	 	Chevron Corporation	 	Husky Energy Inc.	 
	Apache Corporation	 	ConocoPhillips	 	Imperial Oil Limited	 
	BP plc	 	Devon Energy Corporation	 	Marathon Oil Corporation	 
	Canadian Natural Resources Limited	 	EOG Resources Inc.	 	Occidental Petroleum Corporation	 
	Cenovus Energy Inc.	 	Hess Corporation	 	Total SA	 
	














  


	(1)
	Percentile
rank for Revenue and Assets is based on results reported for the nine months ended September 30, 2015. Where applicable, values are converted to Canadian dollars
based on the exchange rate on September 30, 2015.



	(2)
	Percentile
rank for Market Capitalization is based on results reported as of December 31, 2015. Where applicable, values are converted to Canadian dollars based on the exchange
rate on December 31, 2015. 









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Vesting of PSU awards is determined based on Suncor's TSR relative to peer companies and its resulting company grouping rank as displayed in the
table below. 



	





 Company TSR Rank	 	





 Performance Factor

(% of PSUs vesting)	 
	








	1-3	 	200%	 
	








	4-5	 	175%	 
	








	6-7	 	150%	 
	








	8-9	 	100%	 
	








	10-11	 	75%	 
	








	12-13	 	50%	 
	








	14 and below	 	0%	 
	













Following a robust process, at the end of the three-year performance period, TSR is measured, company grouping rank and performance factor are determined and,
if applicable, a payout is made to participants in cash. The final payout value is based on the number of vested PSUs (including dividend equivalents) multiplied by the market price of a Suncor common
share, as calculated under the PSU Plan provisions. 


Since
inception in 2004, the PSU vesting levels based on relative TSR performance have been as follows: 



	





 PSU Grant Year	 	





 Vesting Level	 
	








	2004	 	100%	 
	








	2005	 	100%	 
	








	2006	 	Bottom Quartile / 0%	 
	








	2007	 	Bottom Quartile / 0%	 
	








	2008	 	Bottom Quartile / 0%	 
	








	2009	 	112%	 
	








	2010	 	111%	 
	








	2011	 	57%	 
	








	2012	 	135%	 
	








	2013	 	200%	 
	













PSUs do not count towards the assessment of executive share ownership levels for purposes of the share ownership guidelines. Upon payout, executives must use
the cash payout, or other cash resources, to purchase Suncor common shares on the open market toward satisfying any unmet share ownership guidelines at the compliance date. 








Restricted Share Unit Plan. The RSU Plan was
established in January 2009 by the HR&CC. Under the plan, RSUs may be granted to key employees, senior managers and executives of Suncor as part of their competitive compensation and to support
attraction and retention. As RSU value is tied directly to Suncor's share price, RSUs serve to further align participants with shareholder interests. 


Each
RSU is a right to a cash payment, equivalent in value to one Suncor common share based on the value of Suncor's average common share price for the last 20 trading days of the restricted
period. Grants under the RSU Plan are administered by the HR&CC. RSUs do not count towards the assessment of executive share ownership levels for purposes of the share ownership guidelines. The RSU
Plan was amended in 2009 to provide for notional dividend reinvestment for grants after January 1, 2010. 








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 Closed Plans. The following table provides the key
terms of the Suncor equity-based plans that are closed to new grants. 



	





 Year

Approved	 	





 Plan Name(1)	 	





 Award

Type	 	





 No. Outstanding

at February 22, 2016

(% of outstanding

shares)	 	





 Vesting

Schedule	 	





 Expiry(2)	 	





 Performance

Conditions	 
	








	1992	 	Suncor Executive Stock Plan ("ESP")	 	Option	 	738 660

(0.05%)	 	 1/3 per yr over 3 yrs	 	10 years	 	No	 
	








	2000	 	Petro-Canada Deferred Stock Unit Plans (Eligible Employees of Petro-Canada) ("PCDSU")(3)	 	DSU	 	38 490	 	—	 	—	 	No	 
	








	2004	 	Petro-Canada Employee Stock Option Plan ("PCSOP")	 	Option	 	54 840

(0.00%)	 	 1/4 per yr over 4 yrs	 	7 years	 	No	 
	








	2004	 	Suncor Key Contributor Stock Option Plan ("SKCSO")	 	Option	 	2 490 339

(0.16%)	 	 1/3 per yr over 3 yrs	 	10 years	 	No	 
	








	2004	 	Petro-Canada Deferred Stock Unit Plan (Non-Employee Directors of Petro-Canada) ("PCCDSU")(4)	 	DSU	 	30 195	 	—	 	—	 	No	 
	








	2007	 	Petro-Canada Stock Appreciation Rights Plan ("PCSAR")(5)	 	SAR	 	21 564	 	 1/4 per yr over 4 yrs	 	7 years	 	No	 
	












	(1)
	All
plans closed effective August 1, 2009.



	(2)
	Period
of time from grant date until maximum expiry. Where no period indicated, award will be automatically redeemed no later than 23 months following termination of
employment, unless redeemed earlier under the terms of the respective plan.



	(3)
	This
plan allowed eligible employees (as that term is defined in the plan) to elect to have their bonus payable in the next calendar year in DSUs.



	(4)
	Members
(as that term is defined in the plan) could elect to receive all or a portion of their annual Board retainer and meeting fees in DSUs.



	(5)
	The
PCSAR Plan provides a cash payment to participants equal to the appreciation in share price between the date the SARs were granted and the date the SARs are exercised. All SARs
are non-transferable and non-assignable, and exercisable on terms determined by the Management Resources and Compensation Committee of Petro-Canada in its discretion at the time the SARs were granted.
The exercise price per SAR cannot be less than the closing price of the common shares on the TSX on the day preceding the day the SAR was granted. 









Aggregate Potential Dilution. The
aggregate potential dilution of all issued, outstanding and authorized options under Suncor stock option plans was 3.0% at February 22, 2016. Suncor has no other equity compensation plans
involving newly issued securities. 


2015
Grant Rate (Run Rate): Stock options granted under the SOP in 2015 of 7,131,800 totaled less than 1% (approximately 0.5%) of shares outstanding at the end of 2015. 









 Additional Terms of Equity Compensation Plans.








Issuance of Shares under Plans






	•
	No
one person or company is entitled to receive more than 5% of the issued and outstanding Suncor common shares pursuant to all equity-based compensation arrangements. 


	•
	The
aggregate number of Suncor common shares which may be reserved for issuance under the SOP and all other security-based compensation arrangements of Suncor, must not,
within any one-year period be issued, or at any time under such arrangements be issuable, to insiders of Suncor (as defined in the TSX Company Manual) in an amount exceeding 10% of Suncor's
total issued and outstanding securities. 
















Amendment






	•
	Each
of the SOP, and the closed ESP and SKCSO contains an amendment provision providing that the Board may amend, suspend or terminate the respective plan as it, in its
discretion, may determine, without shareholder approval except for those amendments specifically requiring shareholder approval as mandated by the respective plan including: (a) an increase
in the number of securities reserved under the plan; (b) a reduction in an exercise price, or cancellation and reissue of options which benefits any option holder (other than as may be
permitted by the TSX); (c) an amendment that extends the term of an award beyond its original expiry; (d) allowing awards granted under the plan to be transferable or assignable other
than for normal estate settlement purposes; and (e) any amendment that increases the maximum number of options available for annual grants to non-employee directors. 











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	•
	The
PCSOP contains an amendment provision providing that the HR&CC may amend the plan: (a) to make formal, minor or technical modifications to any of the
provisions; (b) to change any of the provisions provided the change is not materially prejudicial to the interests of the option holders; or (c) to correct any ambiguity, defective
provisions, error or omissions in the provisions of the plan provided that the rights of the option holders are not prejudiced by the correction. Subject to the obtaining of any required regulatory
or other approvals, any other amendment is only effective after it has been approved by option holders, in accordance with the plan. 
















Impact of Change of Control, Reorganization or Other Event Affecting the Corporation






	•
	Suncor's
equity compensation plans provide for adjustments to be made for the effect of certain events, including but not limited to, subdivision, consolidation,
reorganization or other events which necessitate adjustments to the options in proportion with adjustments made to all Suncor common shares. 


	•
	Upon
a change of control, awards that have been granted under the SOP that remain outstanding on the change of control will be substituted with new awards on substantially
the same terms and conditions. Provided the foregoing occurs, a holder's options will not vest upon or in connection with a change of control unless his or her employment is terminated within
12 months of the change of control (other than for cause), in which case the options will vest upon the holder's termination and shall expire three months following the termination date.
However, where options that remain outstanding on a change of control are not substituted with new awards on substantially the same terms and in certain other circumstances (including at the
discretion of the Board), the outstanding awards will immediately become exercisable. Any award not so exercised will expire at the closing of the change of control transaction. 
















Termination of Employment






	•
	Pursuant
to the SOP, in the event of an employee's involuntary termination (other than for cause, death, permitted leave, retirement or in connection with a change of
control) or voluntary termination of employment, unvested options expire immediately and vested options expire no later than three months from such termination. In the event of the holder's death,
all options become exercisable by the holder's estate and shall expire no later than 12 months after the date of death. In the event of the holder's retirement, all options become exercisable
and shall expire no later than 36 months after the date of retirement. If a holder is absent from work as a result of a permitted leave, the holder's options shall continue to vest for a
period of 24 months from the date of commencement of the leave and the right to exercise such holder's options shall terminate no later than the expiration of 12 months from the date
that is 24 months from the date of commencement of the leave. If the holder has not returned to active service prior to the expiration of 24 months from the date of commencement of the
permitted leave then the holder's options which were not exercisable 24 months from the date of commencement of such leave shall immediately terminate. In the event of involuntary termination
for cause, all options expire on the date of such termination. 


	•
	There
are no remaining unvested options under the ESP or the SKCSO. Pursuant to the ESP and the SKCSO, in the event of an employee's involuntary or voluntary termination
of employment, vested options expire no later than six months from such termination. Vested options expire no later than 12 months after termination of employment due to death and no later
than 36 months after termination of employment due to retirement. If a holder becomes entitled to disability benefits, the holder's right to exercise his or her options shall terminate no
later than the expiration of twelve months from the date that is 24 months from the date of commencement of such entitlement. 


	•
	There
are no remaining unvested options under the PCSOP. Pursuant to the PCSOP, unless otherwise determined at the time of grant, in the event of: (a) the death of
an option holder, all options shall expire one year after the date of death or on the normal expiry date, if earlier; (b) voluntary retirement of an option holder, all vested options may be
exercised for up to four years after retirement or until the normal expiry date, if earlier; (c) the termination without cause of the option holder's employment, vested options may be
exercised within the earlier of 90 days of the effective date of termination or the normal expiry date; and (d) termination with cause of the option holder's employment or voluntary
resignation (other than at retirement), all options expire immediately. 















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CLAW BACK POLICY


The
Board approved the adoption of a claw back policy for Suncor in 2012. Under the claw back policy, in situations where: (i) the amount of incentive compensation received by an executive
officer or former executive officer to whom the policy applies was calculated based or contingent upon the achievement of certain financial results that were subsequently the subject of or affected by
a material restatement of all or a portion of the company's financial statements; and (ii) the executive officer or former executive officer engaged in intentional misconduct or fraud that
caused, or potentially caused, the need for the restatement, as admitted by the executive officer or, in the absence of such admission, as determined by a court of competent jurisdiction in a final
judgment that cannot be appealed; and (iii) the incentive compensation payment received would have been lower had the financial results been properly reported, then the Board may, to the extent
permitted by applicable laws and to the extent it determines that it is in the company's best interest to do so, require reimbursement of the amount by which the after-tax incentive compensation
received by such executive officer under the company's annual and long-term incentive plans exceeded that which the executive officer would have received had the financial statements not been
materially restated. 








DIRECTORS' AND OFFICERS' INSURANCE


Under
policies purchased by Suncor, approximately US$200 million of insurance is in effect for the directors and officers of Suncor against liability for any actual or alleged error,
misstatement, misleading statement, act, omission, neglect or breach of duty in discharging their duties, individually or collectively. Suncor is also insured under these policies in the event it is
permitted or required by law to indemnify individual directors and officers. The policies are subject to certain exclusions, and provide for a corporate deductible of US$10 million in
circumstances where Suncor indemnifies individual directors and officers. If Suncor is unable by law to indemnify individual directors and officers, including in an event of insolvency, there is no
deductible. In 2015, Suncor paid premiums of approximately US$1.7 million for directors and officers insurance for the 12-month period ending July 1, 2016. 









 ADVANCE NOTICE BY-LAW


In
2015, shareholders confirmed Amended and Restated By-Law No. 2, A By-law Relating to Advance Notice of Nominations of Directors of the Corporation ("By-Law No. 2"), which establishes
a framework for advance notice of nominations of persons for election to the Board. By-Law No. 2 sets deadlines for a certain number of days before a shareholders' meeting for a shareholder to
notify the Corporation of his, her or its intention to nominate one or more directors, and explains the information that must be included with the notice for it to be valid. By-Law No. 2
applies at an annual meeting of shareholders or a special meeting of shareholders that was called to elect directors (whether or not also called for other purposes), and may be waived by the Board. It
does not affect the ability of shareholders to requisition a meeting or make a proposal under the Canada Business Corporations Act. 


In
the case of an annual meeting of shareholders, notice must be given to the Corporation not less than 30 days prior to the date of the meeting; provided, however, that if the meeting is to be
held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made, notice shall be made not later than the close of business on
the tenth day following such public announcement. In the case of a special meeting (which is not also an annual meeting) of shareholders, notice must be given not later than the close of business on
the fifteenth day following the date on which the first public announcement of the date of the meeting was made. In the case of an annual meeting of shareholders or a special meeting of shareholders
called for the purpose of electing directors (whether or not also called for other purposes) where notice and access is used for delivery of proxy related materials, notice must be given not less than
40 days prior to the date of the meeting (but in any event, not prior to the date on which the first public announcement of the date of the meeting was made); provided, however, that if
the meeting is to be held on a date that is less than 50 days after the date of such public announcement, notice shall be made, in the case of an annual meeting of shareholders, not later than
the close of business on the tenth day following the date on which the first public announcement of the date of the meeting was made and, in the case of a special meeting of shareholders, not later
than the close of business on the fifteenth day following the date of such public announcement. Shareholders 








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should
consult the full text of By-Law No. 2, which is available on Suncor's web site at www.suncor.com and has been filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. 


As
at the date of this management proxy circular, the Corporation had not received any additional director nominations. 








CORPORATE GOVERNANCE


The
Board is committed to maintaining high standards of corporate governance, and regularly reviews and updates its corporate governance systems in light of changing practices, expectations and legal
requirements. 


Suncor
is a Canadian reporting issuer. Our common shares are listed on both the TSX and the New York Stock Exchange ("NYSE"). Accordingly, our corporate governance practices reflect applicable
rules and guidelines adopted by the Canadian Securities Administrators (the "Canadian Requirements") and the U.S. Securities and Exchange Commission ("SEC"), including applicable rules
adopted by the SEC to give effect to the provisions of the Sarbanes Oxley Act of 2002 (collectively, the "SEC Requirements"). NYSE corporate governance
requirements are generally not applicable to non-U.S. companies. However, Suncor has reviewed its practices against the requirements of the NYSE applicable to U.S. domestic companies
("NYSE Standards"). Based on that review, Suncor's corporate governance practices in 2014 and 2015 did not differ from the NYSE Standards in any significant respect, with the exceptions described in
Schedule E to this management proxy circular under the heading, "Compliance with NYSE Standards". 


Suncor's
Statement of Corporate Governance Practices ("Statement") this year is based on the Canadian Requirements, as set out in National
Policy 58-201 – Corporate Governance Guidelines and National
Instrument 58-101 – Disclosure of Corporate Governance Practices. This Statement has been approved by the
Board, on the recommendation of its Governance Committee. Suncor's Statement can be found in Schedule E to this management proxy circular. 








ADDITIONAL INFORMATION


Additional
information relating to Suncor, including financial information, is provided in Suncor's audited consolidated financial statements for the year ended December 31, 2015 and in its
MD&A, which are included in our 2015 Annual Report. Copies of these documents are available without charge from Suncor at 150 – 6th Avenue
S.W., Calgary, Alberta T2P 3E3, by calling 1-800-558-9071, or by e-mail request to info@suncor.com, or by referring to the company's profile on SEDAR at www.sedar.com or EDGAR
at www.sec.gov. 








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ADVISORIES


This
management proxy circular and the schedules hereto contain certain forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of
applicable Canadian and U.S. securities laws and other information based on Suncor's current expectations, estimates, projections and assumptions that were made by the company in light of
information available at the time the statement was made and consider Suncor's experience and its perception of historical trends, including expectations and assumptions concerning: the accuracy of
reserves and resources estimates; commodity prices and interest and foreign exchange rates; capital efficiencies and cost savings; applicable royalty rates and tax laws; future production rates; the
sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; and the receipt, in a timely manner, of regulatory and third-party
approvals. In addition, all other statements and other information that address expectations or projections about the future, and other statements and information about Suncor's strategy for growth,
expected and future expenditures or investment decisions, commodity prices, costs, schedules, production volumes, operating and financial results, future financing and capital activities, and the
expected impact of future commitments are forward-looking statements. Some of the forward-looking statements and information may be identified by words like "expected", "anticipates", "will",
"estimated", "plans", "schedule", "intended", "believes", "projects", "indicates", "could", "focus", "vision", "goal", "outlook", "proposed", "target", "objective", "continue", "should", "may",
"aims", "can", "strives" and similar expressions. 


Forward-looking
statements in this management proxy circular and the schedules hereto include references to: the business of and procedure for the annual general meeting; the composition of the Board
following the annual general meeting; management's expectation that none of the nominees for director will be unable to serve as director; expectations relating to the acquisition of COS common
shares; the intended aims of compensation for directors and NEOs; that the company is well positioned to deliver profitable growth and sustained long-term value for shareholders; the belief that
Suncor is well positioned to respond in 2016 and over the longer term to the dramatic collapse in oil prices; that the company will continue to take steps to preserve the interests of and grow value
for shareholders; the commitment of the HR&CC to ensuring that senior executive compensation is aligned with shareholders' interests and supports Suncor's near-term and longer-term competitiveness and
future success; estimated values of compensation components and those of the Suncor Compensation Peers; that Suncor's compensation policies and programs do not
encourage excessive risk that could have a material adverse effect on Suncor; the HR&CC's conclusion that it does not believe that there are any identified risks arising from the company's
compensation policies and practices that are reasonably likely to have a material adverse impact on the company; expectations regarding the Fort Hills project remaining on schedule and on budget; the
market access strategy to ensure Suncor will be able to transport its growing production to market with current infrastructure options through the end of this decade; that the Line 9 reversal
will increase flexibility by providing Suncor's Montreal refinery with increased access to inland crudes; the Fort Hills project start-up team and its work to ensure alignment with Suncor Base Plant
processes and systems; the expectation that the approximately $5 billion of projects supported and delivered on by Major Projects will contribute tangible value to Suncor; the intention for
organizational efficiencies implemented in Major Projects to deliver value while improving safety and project quality; the expectation that contract re-negotiation to reduce costs will continue in
2016; expectations regarding demand for and use of hydrocarbons and alternative and renewable energy sources; Suncor's efforts respecting environmental performance; that Suncor's leading role in
developing long-term alternative bitumen extraction technologies could result in significantly reducing greenhouse gas emissions intensity of oil sands production; the company's expectations relating
to communications with government officials; Suncor's corporate governance practices and those of the Board of Directors; expectations of employees and Board members; the anticipated timing of the
retirement of directors from the Board; and Suncor's belief in diversity amongst Board members and its workforce and plans and goals with respect to diversity. 



Forward-looking
statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to
Suncor. Suncor's actual results may differ materially from those expressed or implied by its forward-looking statements, so readers are cautioned not to place undue reliance on them. 


Risks,
uncertainties and other factors that could influence the financial and operating performance of all of Suncor's operating segments and activities include, but are not limited to, changes in
general economic, market and business conditions, such as commodity prices, interest rates and currency exchange rates; fluctuations in supply and demand for Suncor's products; the successful and
timely implementation of capital projects, including growth projects and regulatory projects; competitive actions of 








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other
companies, including increased competition from other oil and gas companies or from companies that provide alternative sources of energy; labour and material shortages; actions by government
authorities, including the imposition or reassessment of taxes or changes to fees and royalties, such as the Notices of Reassessment ("NORs") received by Suncor from the Canada Revenue Agency,
Ontario, Alberta and Québec, relating to the settlement of certain derivative contracts, including the risk that: (i) Suncor may not be able to successfully defend its original
filing position and ultimately be required to pay increased taxes, interest and penalty as a result; or (ii) Suncor may be required to post cash instead of security in relation to the NORs;
changes in environmental and other regulations; the ability and willingness of parties with whom we have material relationships to perform their obligations to us; outages to third party
infrastructure that could cause disruptions to production; the occurrence of unexpected events such as fires, equipment failures and other similar events affecting Suncor or other parties whose
operations or assets directly or indirectly affect Suncor; the potential for security breaches of Suncor's information systems by computer hackers or cyberterrorists, and the unavailability or failure
of such systems to perform as anticipated as a result of such breaches; our ability to find new oil and gas reserves that can be developed economically; the accuracy of Suncor's reserves, resources
and future production estimates; market instability affecting Suncor's ability to borrow in the capital debt markets at acceptable rates; maintaining an optimal debt to cash flow ratio; the success of
the company's risk management activities using derivatives and other financial instruments; the cost of compliance with current and future environmental laws; risks and uncertainties associated with
closing a transaction for the purchase or sale of an oil and gas property, including estimates of the final consideration to be paid or received, the ability of counterparties to comply with their
obligations in a timely manner and the receipt of any required regulatory or other third party approvals outside of Suncor's control that are customary to transactions of this nature; and the accuracy
of cost estimates, some of which are provided at the conceptual or other preliminary stage of projects and prior to commencement or conception of the detailed engineering that is needed to reduce the
margin of error and increase the level of accuracy. The foregoing important factors are not exhaustive. 


Many
of these risk factors and other assumptions related to Suncor's forward-looking statements are discussed in further detail in Suncor's AIF, its MD&A, Form 40-F and other documents
it files from time to time with securities regulatory authorities. Copies of these documents and Suncor's audited consolidated financial statements for the year ended December 31, 2015 are
available without charge from Suncor at 150 – 6th Avenue S.W., Calgary, Alberta T2P 3E3, by calling 1-800-558-9071, or by email request to
info@suncor.com or by referring to the company's profile on SEDAR at www.sedar.com or EDGAR at www.sec.gov. Except as required by applicable securities laws, Suncor disclaims any intention or
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 


Financial
information in this management proxy circular is reported in Canadian dollars, unless otherwise noted, and is provided in Suncor's audited consolidated financial statements for the year
ended December 31, 2015 and the MD&A, which are included in our 2015 Annual Report. Production volumes are presented on a working-interest basis, before royalties, unless otherwise noted.
Certain financial measures in this management proxy circular – namely operating earnings, Oil Sands cash operating costs, CFOPS and
ROCE – are not prescribed by Canadian GAAP. Operating earnings and Oil Sands cash operating costs are defined in the
Advisories – Non-GAAP Financial Measures section of the MD&A and reconciled to GAAP measures in the Financial Information and Segment Results and Analysis
sections of the MD&A. ROCE and CFOPS are defined and reconciled to GAAP measures in the Advisories – Non-GAAP Financial Measures section of the MD&A. ROCE, for
the purposes of the table on page 40 of this management proxy circular, has been further adjusted to take into account adjustments made for decisions related to asset impairments (including
Libya, Joslyn, White Rose and Golden Eagle). These non-GAAP financial measures are included because management uses the information to analyze business performance, leverage and liquidity.
These non-GAAP financial measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. Therefore, these non-GAAP financial
measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. 








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SCHEDULE A: SHAREHOLDER PROPOSAL NO. 1


The following shareholder proposal was submitted by NEI Investments for consideration at the meeting. This proposal and its supporting statement represent the
views of the shareholder submitting them. Suncor is required by applicable law to set forth the shareholder proposal and the related supporting statement in its management proxy circular. 


For the reasons set forth below in the "Board and Management Statement", the Board and management recommend that shareholders vote FOR
this proposal.








 Shareholder Proposal and Supporting Statement


Proposed Resolution  


Be it resolved that:  


Suncor provide ongoing reporting on how it is assessing, and ensuring, long-term corporate resilience in a future low-carbon economy. Specifically,
reporting could be stand-alone or integrated into current company reporting mechanisms and could address Suncor's technology pipeline, emission reduction targets and performance, innovation and energy
diversification strategies, provide a narrative on any stress-testing done against external low carbon scenarios (e.g. IEA's 450 and 2°C Scenarios), and other relevant
strategies.


Shareholder Statement  


For Suncor to remain an industry leader and continue to provide sustained returns to investors it will need to navigate various emerging constraints related to the global
ambition to move to a low carbon economy. These constraints include, but are not limited to:


	•
	Increased stringency of carbon regulations;  



	•
	Alberta's stated ambition to limit emissions from the oil sands to 100 Mt;  



	•
	Increasing competitiveness of renewables and explicit government goals to increase market share of renewable/low
carbon energy;



	•
	Potential demand destruction from increased efficiency and more stringent regulations;



	•
	Concerns from First Nations and stakeholders about the perceived high-carbon nature of oil sands production;



	•
	Suncor's increasing absolute GHG emission trend



The risk of stranded assets in the fossil fuels sector has been raised by notable institutions such as Standard & Poors, Goldman Sachs and the Bank of England. Many
investors are already acting on these concerns in regard to thermal coal operations, while major banks (such as Citigroup, Bank of America and Credit Agricole SA) are explicitly scaling back
credit exposure to the coal industry based largely on climate concerns. The oil sands is widely perceived as a high-carbon, high-cost resource and will likely face similar pressure absent significant
developments.



Suncor has many elements of a sound GHG management strategy in place, and has been an early mover on this issue relative to its peers. As a result, it is well placed to
leverage these strengths, which include, but are not limited to:


	•
	Industry leading disclosure on GHG emissions management;  



	•
	Carbon price stress testing for all new projects;  



	•
	Active participation in carbon offsets market;  



	•
	Profitable renewable energy investments in wind and biofuels;  



	•
	Strong research & development program with clear path to deployment for incremental and game-changing
technologies;










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	•
	Leader in industry collaborations (such as COSIA);  



	•
	Vocal support for the implementation of carbon policy;  



	•
	Ongoing investment in operational excellence and increased efficiency;  



	•
	Strong First Nations and stakeholder engagement efforts  



Notwithstanding the company's efforts, there remains some uncertainty in the face of these challenges. Suncor investors would benefit from understanding
how the company's strategy positions the company to transition to, and prosper in, a low carbon future. Suncor's CEO has stated that Suncor needs to be the "last guy standing" in a world with low oil
prices and increased carbon reduction expectations.(1) Regular reporting on how Suncor is progressing against this goal would provide investors with assurance that key risks are being
mitigated and position the company as a long-term energy investment of choice.











 Board and Management Statement


Suncor's Board and management recommend voting FOR this proposal for the following reasons:


Suncor
believes our energy system is in an era of change. As we try to meet growing global demand, energy experts continue to expect that hydrocarbons will continue to be a key source of reliable
and affordable energy for the foreseeable future, while alternative and renewable energy sources become a greater part of the energy mix. Since hydrocarbons are finite resources with an
environmental impact, it will be critical to use them wisely as the world transitions to lower carbon sources of energy. 


Suncor
believes that it has a responsibility to address the environmental impacts of its operations and it strives to continuously raise the bar on environmental performance. 


Oil
sands and oil development have an important role to play in meeting our energy needs. As Canada's largest integrated energy company, Suncor recognizes that it has a responsibility to think about
its role in the energy system transition and how we can work together with broader society on our energy future. 



Suncor
has a long, well-established track record of being a leader on climate change issues dating back to the issue of its Seven Point Climate Change Plan in 1997. In recent years, Suncor has
called for a carbon levy (2011), taken a leadership role in Canada's EcoFiscal Commission and called for an economy-wide price on carbon (2015). 


Suncor
continues to play a leading role in developing long-term alternative bitumen extraction technologies that could result in significantly reducing the greenhouse gas emissions intensity of oil
sands production. The company works with several organizations to achieve further carbon intensity reductions and advance potential long-term climate change solutions. 



Suncor
appreciates that shareholders and other stakeholders benefit from understanding how the company is addressing these challenges. Suncor already provides extensive reporting on its efforts in
these areas in its annual Report on Sustainability, its submissions to several third party sustainability indices and climate change reporting organizations and its Annual Information
Form/Form 40-F. Suncor believes the additional disclosures referred to in this proposal will provide the company with the opportunity to continue to engage with shareholders and other
stakeholders about its initiatives in this area in a way that is both meaningful and informative as well as being a productive use of its resources. Therefore, the Board and
management recommend shareholders vote FOR this proposal.






	(1)
	http://www.theglobeandmail.com/report-on-business/industry-news/energy-and-resources/suncor-ceo-outlines-strategy-in-face-of-weak-oil-prices/article27643232/









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SCHEDULE B: SHAREHOLDER PROPOSAL NO. 2


The following shareholder proposal was submitted by a group of shareholders for consideration at the meeting. This proposal and its supporting statement
represent the views of the shareholders submitting them. Suncor is required by applicable law to set forth the shareholder proposal and the related supporting statement in its management
proxy circular. 


For the reasons set forth below in the "Board and Management Statement", the Board and management recommend that shareholders vote AGAINST
this proposal.








Shareholder Proposal and Supporting Statement


Resolved, the shareholders of Suncor Energy Inc. ("Suncor") request the preparation of a report, updated annually, disclosing:


	1.
	Suncor policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.



	2.
	Payments by Suncor used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the
amount of the
payment and the recipient.



	3.
	Description of management's and the board of directors' decision making process and oversight for making payments described in
sections 2 and 3
[sic] above.



For the purposes of this shareholder proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific
legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation
or regulation.


"Indirect lobbying" is lobbying engaged in by a trade association or other organization of which Suncor is a member. Both "direct lobbying" and indirect lobbying"
[sic] and "grassroots lobbying communications" include efforts to influence public policy at the local, provincial and national levels.



The report shall be presented to the Audit Committee or other relevant Suncor oversight committees and posted on Suncor's website.


Supporting Statement  


As shareholders, we encourage transparency and accountability in Suncor's use of corporate funds to influence legislation and regulation. In 2014 Suncor together with its trade
associations ranked second among public companies in their lobbying of the federal government (source: http://www.bnn.ca/News/2015/1/30/Playing-politics-with-shareholder-
money-What-you-may-not-know.aspx) This does not include lobbying to influence policy in provincial and local jurisdictions, and Suncor lobbied the Alberta government on no less than twenty policy
issues in the 6 months ending November 19, 2015.


Suncor is a member of the Canadian Association of Petroleum Producers (CAPP), Canadian Fuels Association, Mining Association of Canada, Alberta Chamber of Resources, Canadian
Council of Chief Executives, Energy Policy Institute of Canada, and World Business Council for Sustainable Development. Suncor does not disclose its memberships in, or payments to, trade associations,
or the portions of such amounts used for lobbying. Members of CAPP pay up to $2.6 million in annual membership fees (source: http://www.thestar.com/news/atkinsonseries/2015/09/04/oil-industry-
association-a-powerful-lobby-in-ottawa.html).


Payments to organizations that pursue agendas contrary to Suncor's stated goal of being "an industry leader in sustainable development by continued performance improvements in
air emissions, water withdrawals, land reclamation and energy efficiency" may pose additional risks to shareholder value
(http://sustainability.suncor.com/2015/en/environment/environment.aspx). Transparent reporting would reveal whether company assets are being used for objectives contrary to Suncor's long-term
interests.


Lobbying expenditures can potentially involve Suncor in controversies posing reputational risks. For example, CAPP was associated with the scandal involving Bruce Carson,
former advisor to the prime minister who was prosecuted for influence peddling and improper lobbying (source: http://thetyee.ca/News/2015/10/05/Canada-Biggest-Unheard-Political-
Scandal/).








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Grassroots lobbying is another type of lobbying expenditure that Suncor does not disclose. CAPP's attempts at grassroots lobbying may pose reputational risk for its members,
including Suncor (source: http://www.theglobeandmail.com/news/british-columbia/raise-your-hand-if-you-think-a-big-oil-spill-couldnt-happen-in-vancouver/article24584494/).



We encourage our Board to require comprehensive disclosure related to direct, indirect and grassroots lobbying.











Board and Management Statement


Suncor's Board and management recommend voting AGAINST this proposal for the following reasons:



Suncor
participates in public policy discussions on a wide range of issues relevant to the company's business and regularly communicates with governments in jurisdictions where it operates. Suncor
believes that open dialogue between government, stakeholders and industry leads to improved government decision-making, thereby benefitting shareholders, as well as all other stakeholders. Through
the company's engagement activities, Suncor aims to decrease the probability of ad hoc or reactive policy development by working to achieve a balanced approach. 


Suncor
also participates in industry groups representing the interests of both the energy industry and the broader business community and in doing so promotes the public policy objectives important
to Suncor, its shareholders and
other stakeholders. However, Suncor's participation as a member of these organizations comes with the understanding that Suncor may not always support every position taken by these organizations or
their members. 


Suncor is committed to adhering to the highest ethical standards with respect to communications with government officials. The Corporation ensures it
complies with all laws respecting lobbying and political contributions, and reports government interactions consistent with the law and company policies. Suncor has in place a policy respecting
communicating with government officials that sets out stringent requirements to ensure that any political contributions and communications with government officials comply with all laws and are in
line with Suncor's corporate strategy, corporate code of conduct, and values. 


Suncor
agrees that transparency and accountability are important aspects of corporate lobbying activity. The Corporation's current public disclosures provide shareholders and
other stakeholders with extensive information about Suncor's political activities. Shareholders can learn more about the topics Suncor is discussing with governments by consulting publicly
accessible, online registries. Suncor files detailed reports on the Canadian federal lobbying registry, as well as on provincial lobbying registries in Alberta, British
Columbia, Newfoundland and Labrador, Ontario and Québec describing lobbying activities and the company officials involved in such activities. Suncor also reports individual
interactions with senior federal officials each month as required by legislation. In addition, Suncor publicly discloses its policy priorities. For example, Suncor reports its significant areas of
policy engagement on climate change issues as well as Suncor's policy support and alignment with various associations' policy positions in an annual, publicly available report to a third party
climate change organization. 


Suncor
employees follow a rigorous process prior to any planned communication with a government official on behalf of the company. This process includes a requirement that employees engaged in such
communications first complete a training program regarding laws, company policies and ethical considerations relating to such activities; obtain approval from management before beginning to engage
with government; and disclose to the company's government relations personnel any potential conflicts of interest. 


Suncor's
Board and management are confident that the company's lobbying activities are aligned with its shareholders' long-term interests. Effectively engaging with government, in a transparent
manner, can lead to better public policy decisions and lower overall costs, which benefits shareholders and the broader public as a whole. Given the current extensive disclosure described above,
Suncor's Board and management believe that shareholders have sufficient information available to determine the nature and scope of Suncor's lobbying activities and that a special report beyond
Suncor's current voluntary and mandatory disclosures is an unnecessary and inefficient use of Suncor's resources. Therefore, the Board and management recommend shareholders
vote AGAINST this proposal.










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SCHEDULE C: DIRECTORS' OUTSTANDING OPTION-BASED AWARDS


The following table provides details of options held by non-employee directors as at December 31, 2015. 



	 	 	 	 	





 Option-Based Awards	 
	 	 	 	 	








	





 Name	 	





 Grant Date	 	





 Number of

securities

underlying

unexercised

options	 	





 Option

exercise

price

($)	 	





 Option

expiration date(1)	 	





 Value of

unexercised

'in-the-money'

options(2)

($)	 
	








	Mel E. Benson	 	Apr. 26, 2006	 	8 000	 	49.13	 	Apr. 26, 2016	 	—	 
	 	 	








	 	 	Jul. 31, 2007	 	4 000	 	47.34	 	Jul. 31, 2017	 	—	 
	 	 	








	 	 	Jul. 29, 2008	 	4 000	 	55.86	 	Jul. 29, 2018	 	—	 
	








	W. Douglas Ford	 	Apr. 26, 2006	 	8 000	 	49.13	 	Apr. 26, 2016	 	—	 
	 	 	








	 	 	Jul. 31, 2007	 	4 000	 	47.34	 	Jul. 31, 2017	 	—	 
	 	 	








	 	 	Jul. 29, 2008	 	4 000	 	55.86	 	Jul. 29, 2018	 	—	 
	








	John R. Huff	 	Apr. 26, 2006	 	8 000	 	49.13	 	Apr. 26, 2016	 	—	 
	 	 	








	 	 	Jul. 31, 2007	 	4 000	 	47.34	 	Jul. 31, 2017	 	—	 
	 	 	








	 	 	Jul. 29, 2008	 	4 000	 	55.86	 	Jul. 29, 2018	 	—	 
	








	Michael W. O'Brien	 	Apr. 26, 2006	 	8 000	 	49.13	 	Apr. 26, 2016	 	—	 
	 	 	








	 	 	Jul. 31, 2007	 	4 000	 	47.34	 	Jul. 31, 2017	 	—	 
	 	 	








	 	 	Jul. 29, 2008	 	4 000	 	55.86	 	Jul. 29, 2018	 	—	 
	








	Eira M. Thomas	 	Apr. 26, 2006	 	16 000	 	49.13	 	Apr. 26, 2016	 	—	 
	 	 	








	 	 	Jul. 31, 2007	 	4 000	 	47.34	 	Jul. 31, 2017	 	—	 
	 	 	








	 	 	Jul. 29, 2008	 	4 000	 	55.86	 	Jul. 29, 2018	 	—	 
	












	(1)
	Subject
to extension if the expiry date falls within a trading blackout in accordance with the terms of the SOP and the closed ESP.



	(2)
	Value
of options reported reflects the "in-the-money" amount (the difference between the closing price on the TSX of a Suncor common share on December 31, 2015 ($35.72)
and the exercise price of the options) held as at December 31, 2015. There were no unexercised "in-the-money" options held by directors as of such date. 









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SCHEDULE D: NAMED EXECUTIVE OFFICERS' OUTSTANDING OPTION-BASED AWARDS

AND GRANT DATE FAIR VALUES FOR SHARE-BASED AWARDS



The following table provides details of options held by the NEOs as at December 31, 2015. Details of options granted to NEOs subsequent to
December 31, 2015 are included in the "Compensation Discussion and Analysis" section of the management proxy circular. 



	 	 	 	 	





 Option-Based Awards	 
	 	 	 	 	








	





 Name	 	





 Grant Date	 	





 Number of

securities

underlying

unexercised

options(1)	 	





 Option

exercise

price

($)	 	





 Option

expiration date(2)	 	





 Value of

unexercised

'in-the-money'

options(3)

($)	 
	








	S.W. WILLIAMS	 	Feb. 2, 2006	 	48 000	 	46.05	 	Feb. 2, 2016	 	—	 
	 	 	








	President and Chief Executive	 	Jan. 30, 2007	 	46 000	 	43.72	 	Jan. 30, 2017	 	—	 
	 	 	









	Officer	 	Mar. 19, 2007	 	24 000	 	40.29	 	Mar. 19, 2017	 	—	 
	 	 	








	 	 	Feb. 4, 2008	 	70 000	 	47.52	 	Feb. 4, 2018	 	—	 
	 	 	









	 	 	Jan. 27, 2009	 	65 000	 	24.50	 	Jan. 27, 2019	 	729 300	 
	 	 	








	 	 	Feb. 5, 2010	 	130 000	 	31.85	 	Feb. 5, 2017	 	503 100	 
	 	 	









	 	 	Feb. 7, 2011	 	200 000	 	41.24	 	Feb. 7, 2018	 	—	 
	 	 	








	 	 	Feb. 6, 2012	 	368 000	 	34.58	 	Feb. 6, 2019	 	419 520	 
	 	 	









	 	 	Feb. 15, 2013	 	380 000	 	32.46	 	Feb. 15, 2020	 	1 238 800	 
	 	 	








	 	 	Feb. 13, 2014	 	550 000	 	36.04	 	Feb. 13, 2021	 	—	 
	 	 	








	 	 	Feb. 16, 2015	 	600 000	 	38.90	 	Feb. 16, 2022	 	—	 
	








	A. COWAN	 	Aug. 12, 2014	 	152 800	 	43.00	 	Aug. 12, 2021	 	—	 
	 	 	









	Executive Vice President and	 	Feb. 16, 2015	 	210 000	 	38.90	 	Feb. 16, 2022	 	—	 
	Chief Financial Officer	 	 	 	 	 	 	 	 	 	 	 
	








	M.S. LITTLE	 	Feb. 5, 2010	 	43 000	 	31.85	 	Feb. 5, 2017	 	166 410	 
	 	 	








	Executive Vice President, Upstream	 	Feb. 7, 2011	 	100 000	 	41.24	 	Feb. 7, 2018	 	—	 
	 	 	








	 	 	Feb. 6, 2012	 	130 000	 	34.58	 	Feb. 6, 2019	 	148 200	 
	 	 	








	 	 	Feb. 15, 2013	 	125 000	 	32.46	 	Feb. 15, 2020	 	407 500	 
	 	 	








	 	 	Feb. 13, 2014	 	210 000	 	36.04	 	Feb. 13, 2021	 	—	 
	 	 	








	 	 	Feb. 16, 2015	 	210 000	 	38.90	 	Feb. 16, 2022	 	—	 
	








	M.R. MACSWEEN	 	Feb. 2, 2006	 	12 000	 	46.05	 	Feb. 2, 2016	 	—	 
	 	 	








	Executive Vice President,	 	Jan. 30, 2007	 	8 400	 	43.72	 	Jan. 30, 2017	 	—	 
	 	 	








	Major Projects	 	Feb. 4, 2008	 	8 000	 	47.52	 	Feb. 4, 2018	 	—	 
	 	 	








	 	 	Feb. 7, 2011	 	55 000	 	41.24	 	Feb. 7, 2018	 	—	 
	 	 	








	 	 	Feb. 6, 2012	 	100 000	 	34.58	 	Feb. 6, 2019	 	114 000	 
	 	 	








	 	 	Feb. 15, 2013	 	80 000	 	32.46	 	Feb. 15, 2020	 	260 800	 
	 	 	









	 	 	Feb. 13, 2014	 	160 000	 	36.04	 	Feb. 13, 2021	 	—	 
	 	 	








	 	 	Feb. 16, 2015	 	210 000	 	38.90	 	Feb. 16, 2022	 	—	 
	


















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 Option-Based Awards	 
	 	 	 	 	








	





 Name	 	





 Grant Date	 	





 Number of

securities

underlying

unexercised

options(1)	 	





 Option

exercise

price

($)	 	





 Option

expiration date(2)	 	





 Value of

unexercised

'in-the-money'

options(3)

($)	 
	








	S.D.L. REYNISH	 	Feb. 6, 2012	 	31 267	 	34.58	 	Feb. 6, 2019	 	35 644	 
	 	 	








	Executive Vice President, Strategy &	 	Feb. 15, 2013	 	66 667	 	32.46	 	Feb. 15, 2020	 	217 334	 
	 	 	








	Corporate Development	 	Feb. 13, 2014	 	160 000	 	36.04	 	Feb. 13, 2021	 	—	 
	 	 	








	 	 	Feb. 16, 2015	 	195 000	 	38.90	 	Feb. 16. 2022	 	—	 
	












	(1)
	Refers
to options granted under the SOP and closed ESP.



	(2)
	Subject
to extension in certain circumstances in accordance with the terms of the SOP and the closed ESP.



	(3)
	Value
reported reflects the "in-the-money" amount between the closing price on the TSX of a Suncor common share on December 31, 2015 ($35.72) and the exercise price of the
options held at December 31, 2015. 









 Grant Date Fair Values for Share-Based Awards


The following table provides the grant date fair values for share-based awards granted to NEOs in 2013, 2014 and 2015. 



	





 Name	 	





 Year	 	





 PSUs

($)	 	





 RSUs

($)	 	





 DSUs

($)	 
	








	S.W. WILLIAMS	 	2015	 	38.90	 	—	 	—	 
	 	 	









	President and Chief Executive	 	2014	 	36.04	 	—	 	—	 
	 	 	








	Officer	 	2013	 	32.46	 	—	 	—	 
	








	A. COWAN	 	2015	 	38.90	 	—	 	—	 
	 	 	








	Executive Vice President and	 	2014	 	43.00	 	43.00	 	43.19	 
	 	 	









	Chief Financial Officer	 	2013	 	—	 	—	 	—	 
	








	M.S. LITTLE	 	2015	 	38.90	 	—	 	—	 
	 	 	








	Executive Vice President, Upstream	 	2014	 	36.04	 	—	 	—	 
	 	 	








	 	 	2013	 	32.46	 	—	 	—	 
	








	M.R. MACSWEEN	 	2015	 	38.90	 	—	 	—	 
	 	 	








	Executive Vice President,	 	2014	 	36.04	 	—	 	—	 
	 	 	








	Major Projects	 	2013	 	32.46	 	—	 	—	 
	








	S.D.L. REYNISH	 	2015	 	38.90	 	—	 	—	 
	 	 	








	Executive Vice President, Strategy &	 	2014	 	36.04	 	38.80	 	36.31	 
	 	 	








	Corporate Development	 	2013	 	32.46	 	—	 	—	 
	



















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SCHEDULE E: CORPORATE GOVERNANCE SUMMARY





Throughout
this summary, there are references to information available on the Suncor Energy Inc. ("Suncor" or the "Corporation") web site(1). All such information is available
at www.suncor.com under the "About Us – Governance" tab. In addition, shareholders may request printed copies of these materials by contacting Suncor at the
address on the back of the circular, by calling 1-800-558-9071 or by email request to info@suncor.com. 











Board of Directors – Composition and
Independence


The cornerstone of Suncor's governance system is its board of directors (the "Board"), whose duty is to supervise the management of Suncor's business and affairs. The
composition of the Board and its independence are important elements of this system. Steven W. Williams, Suncor's President and Chief Executive Officer ("CEO"), is the only member of the Board who is
not independent. Following the annual general meeting and assuming that all nominees for director are elected as contemplated in the Circular, 11 of 12 members (91.7%) of the Board will be
independent directors. A short biography of each individual standing for election to the Board can be found starting on page 7 of the Circular. 



Each
of the Audit, Governance and Human Resources and Compensation Committees are required to be and are comprised entirely of independent directors. The Environment, Health, Safety and Sustainable
Development ("EHS&SD") Committee is also comprised entirely of independent directors. 


Suncor's
independent directors meet in-camera at the beginning and end of each Board and committee meeting without Mr. Williams or any other member of management present. The Board sessions are
presided over by James W. Simpson, Suncor's independent Board chair, and the committee sessions by the independent chairs of the respective committees. The applicable chair or other independent
director then communicates to management any issues or matters discussed at the in-camera meetings requiring management attention. 



The
Board has approved written position descriptions for the Board chair and Board committee chairs, which are available on Suncor's web site. The position description for the Board chair is also set
out in Schedule F. These position descriptions supplement the Terms of Reference, as defined below. The position descriptions are reviewed annually by the Governance Committee. Any changes to
the position descriptions are recommended by that committee to the full Board. 


On
an annual basis, the Board reviews and assesses the independence of its members in accordance with criteria it has adopted for this purpose. The Board's independence policy and criteria include a
description of certain relationships that operate as a complete bar to independence as well as additional requirements applicable to members of the Audit Committee. Suncor's independence criteria,
which are set out in Schedule G, are consistent with the Canadian Requirements and the SEC Requirements (each defined on page 67 of the Circular). 



	




"Following the annual general meeting and assuming that all nominees for director are elected as contemplated in the Circular, 11 of 12 members (91.7%) of the Board will
be independent directors. All of the members of the committees of the Board are independent."






In
applying the independence criteria, the Board reviews and analyzes the existence, materiality and effect of any relationships between Suncor and each of its directors, either directly, through a
family member or as a partner, shareholder or officer of another organization that has a relationship with Suncor, and determines in each case whether the relationships could, or could reasonably be
perceived to, materially interfere with the director's ability to act independently. 




	(1)
	Information
contained on or otherwise accessible through Suncor's web site, though referenced herein, does not form part of and is not incorporated by reference into this Schedule or
the management proxy circular (the "Circular") to which this schedule is attached. 








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Some of Suncor's directors sit on the boards of other public companies, the particulars of which are set out on pages 7 to 12 of the Circular. The
only directors who sit together on the board of another entity are Mr. Wilson and Ms. Côté, who are both directors of Finning International Inc. The
Board has determined that this board interlock does not impair the ability of these directors to exercise independent judgment as members of the Board. 



Some
members of the Board are involved with companies with which Suncor has business relationships. The Board has reviewed these relationships on a case-by-case basis against the independence criteria
and has determined that none of these relationships impair the independence of the individual directors: (i) as the directors do not serve as employees or executives of these other companies,
their respective remuneration from these directorships is not personally material to them nor is it dependent on or variable with the nature or extent of the business relationship with Suncor;
(ii) any business relationship with Suncor is not material to Suncor or the other company; and (iii) they are not personally involved in
negotiating, managing, administering or approving contracts between Suncor and the other entities on whose boards they serve. 



The
Board's conflict of interest policy precludes these directors from voting with respect to any contract or transaction where a potential conflict of interest could exist, should they be considered
by the Board (see "Conflicts of Interest" on page E-10 of this Schedule). 



	




"The Board has adopted Terms of Reference, which include a board mandate."












Terms of Reference


The Board has adopted terms of reference (the "Terms of Reference"), which serve as the charter of the Board. The Terms of Reference are reviewed by the Board at least
annually. They include a general overview of the Board's role in Suncor's governance, a statement of key guidelines and policies applicable to the Board and its committees, and a mandate that
describes its major responsibilities, goals and duties. These major responsibilities, goals and duties range from specific matters, including those that by law must be exercised by the Board, such as
the declaration of dividends, to its general role to determine, in broad terms, the purposes, goals, activities and general characteristics of Suncor and its business. The Terms of Reference provide
that the Board is responsible for the selection, monitoring and evaluation of executive management and for overseeing the ways in which Suncor's business and affairs are managed, thereby assuming
responsibility for the stewardship of Suncor. The full text of the Terms of Reference is set out in Schedule H. 


The
Board discharges certain of its responsibilities through its four standing committees: the Audit Committee, the EHS&SD Committee, the Governance Committee and the Human Resources and Compensation
Committee ("HR&CC"). Each committee has a written mandate, which it reviews annually and updates as appropriate. Any proposal to amend the mandates is reviewed by the Governance Committee for
recommendation to the Board. There were no material amendments to any committee mandate in 2015. 


The
Governance Committee, with input from the Board chair, makes recommendations to the Board regarding committee appointments. In considering the appointment of members to Board committees, the
Governance Committee and the
Board endeavour to include directors of diverse backgrounds and at least one director with expertise and experience relevant to the committee's key roles. 


Except
where otherwise specified in the Terms of Reference, Suncor's by-laws or the relevant committee mandate, each committee has the power to determine its own rules of procedure. Subject to limited
exceptions, the committees generally do not have decision making authority; rather, they convey their findings and recommendations on matters falling within their mandates to the full Board. 


The
committees also have the authority to conduct independent investigations into matters that fall within the scope of their responsibilities and may engage external advisors (as may the full
Board or an individual director), at Suncor's expense, to assist them in fulfilling their mandate. 


For
a summary of the key functions, roles and responsibilities of Board committees, see "Board Committees" on page E-6 of this Schedule. 



The
Board delegates day-to-day management of Suncor's business to Suncor's CEO and other members of senior management. A management control process policy, adopted by the Board, defines and sets
limits on the authority delegated to management. 


The
Board has developed and approved a written position description for the CEO, which includes a general description of the role as well as specific accountabilities in the areas of strategic
planning, financial results, leadership, safety, government, environment and social relations and management's relationship with the Board. A copy of the CEO position description is available on
Suncor's web site. 


The
following is a description of some key duties of the Board as set out in the Terms of Reference. For more 








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information,
please refer to the "Board Committees" section on page E-6 of this Schedule, the Terms of Reference set out in Schedule H and the mandates of the Board committees,
available on Suncor's web site. 








 Ethics. The Terms of Reference require the Board,
through the CEO, to establish Suncor's standards of conduct, including the Corporation's general moral and ethical tone and compliance with applicable laws. The CEO in turn is accountable for setting
a high ethical tone and fostering a culture of integrity throughout the organization. The Board plays an active role in ensuring a high standard of corporate ethics and integrity through its oversight
of Suncor's standards of business conduct code (the "Code") and compliance program (see "Ethical Business Conduct" on page E-9 of this Schedule), and through its assessment and
evaluation of the performance of the CEO. 








 Strategic Planning. One of the Board's major duties
is to review with management Suncor's mission,
objectives and goals and the strategies and plans for achieving them. The Board also monitors Suncor's progress toward its strategic goals and plans, and revises Suncor's direction where warranted. 


The
Board is continually updated on the human, technological and capital resources required to implement Suncor's strategies and any regulatory, environmental, social, cultural or governmental
constraints that may impact Suncor in carrying out its business objectives. Where instructive, this includes a competitive analysis of Suncor against its peers in different facets of its business. The
Governance Committee acts as a sounding board for management on key strategic initiatives, and ensures that timely Board reviews of these initiatives occur throughout the year. 


In
addition to the Board's ongoing stewardship over Suncor's strategy, the Board holds a meeting annually which is devoted solely to strategy. The Governance Committee works with management to design
this annual strategy meeting, and following the meeting, assesses its effectiveness. 


The
Board is also responsible for ensuring Suncor has an effective strategic planning process, and on an annual basis reviews Suncor's annual business plan (including Suncor's annual capital budget)
and in doing so endorses the strategies reflected in Suncor's long range plan. The Governance Committee provides assistance to the Board by annually assessing Suncor's planning and budgeting
processes. 








Risk Oversight. The Board oversees Suncor's
Enterprise Risk Management Program (the "ERM Program"). In accordance with the ERM Program, senior management, including the CEO, undertakes an entity-wide process to identify, classify, assess
and report on the significant risks to Suncor's business and management's strategies to address risk. 



The
Board ensures there are systems in place to effectively identify, monitor and manage the principal risks of Suncor's business, and to mitigate their impact. A principal risk is generally
considered to be an exposure that has the potential to materially impact Suncor's ability to meet or support its strategic objectives. 



	




"The Board undertakes a comprehensive principal risk review annually and monitors the management of risk throughout the year."






Each
year the Board reviews Suncor's principal risks. The Audit Committee annually reviews the governance of the ERM Program and ensures each principal risk is mapped to a Board committee or the full
Board as appropriate for oversight. The Audit Committee also reviews and approves the appointment of the vice president responsible for Suncor's internal audit and enterprise risk management
functions, who reports directly to the Audit Committee regarding enterprise risk management matters. 








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 E-3







 

The
following table sets forth Suncor's principal risks and the Board committee and/or full Board to which each principal risk is mapped for oversight, as well as highlighting the role of the Board
and the Audit Committee in reviewing the principal risks. 



	Risk Category	 	Board of

Directors	 	Audit

Committee	 	Governance

Committee	 	EHS&SD

Committee	 	HR&CC	 
	





 

	Principal Risk Review	 	ü	 	ü	 	 	 	 	 	 	 
	








	Commodity Pricing	 	ü	 	 	 	 	 	 	 	 	 
	








	Government / Regulatory Policy & Effectiveness	 	 	 	 	 	 	 	ü	 	 	 
	








	Reliability	 	ü	 	 	 	 	 	 	 	 	 
	








	Environmental	 	 	 	 	 	 	 	ü	 	 	 
	








	Project Execution	 	ü	 	 	 	 	 	 	 	 	 
	








	Industry Reputation	 	ü	 	 	 	 	 	 	 	 	 
	








	Change Capacity	 	 	 	 	 	 	 	 	 	ü	 
	








	Cost Pressure	 	ü	 	 	 	 	 	 	 	 	 
	








	Market Access	 	 	 	 	 	ü	 	 	 	 	 
	








	Information Security	 	 	 	 	 	ü	 	 	 	 	 
	













Members of the Board question management at Board and committee meetings, as well as throughout the year, to ensure that risks are appropriately identified,
evaluated, monitored, managed and mitigated. The high level of engagement of Board members, as well as their extensive experience, contributes to the effectiveness of the Board's risk oversight, and
contributes to the Board's understanding of the interrelationship of risks and any pre-existing conditions or vulnerabilities that could have a compounding impact on Suncor. 



For
a detailed explanation of the significant risks applicable to Suncor and its businesses, see "Risk Factors" in Suncor's Annual Information Form dated February 25, 2016, filed at
www.sedar.com. 


In
its risk oversight role, the Board continues to oversee the implementation by management of Suncor's Operational Excellence Management System ("OEMS"), which is an overarching framework for Suncor
to manage all aspects of operational risk. OEMS consists of a series of elements with corresponding implementation guidelines that organize and link into one platform all key standards, systems and
processes required to manage operational risks and environmental impacts, and deliver safe, reliable operations. 








 Succession Planning and Monitoring/Evaluating Senior
Management. The Board ensures the continuity of executive management by appointing a CEO and overseeing succession planning. The HR&CC is
specifically mandated to assist the Board in this regard by ensuring that appropriate executive succession planning and performance evaluation programs and processes (including development and career
planning) are in place and operating effectively for executives. The HR&CC also reviews significant changes to the organization's structure as they arise and their impact on executive roles. 



The
HR&CC reviews the succession planning process and results for executive leadership annually and reports to the Board on these matters. As part of this process, the CEO, supported by the Senior
Vice President, Human Resources, reviews
candidates for the CEO and other executive leadership positions with the HR&CC. In its July 2015 meeting, the HR&CC reviewed and confirmed its support for Suncor's succession and development
plans for its senior executive positions. 



	




"Effective succession planning has long been a focus of the Board. The HR&CC reviews the succession planning process and results for executive management
annually."






The
Board also reviews Suncor's processes for identifying successors for its vice presidents, employees who directly report to its vice presidents, and managers. Successors are identified using a
formal process that rigorously assesses leadership potential across Suncor using specific criteria, 








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including
employees' performance, aspirations, engagement, agility, experience and capabilities. For a discussion of how Suncor considers diversity in this process, see "Diversity" on page E-15
of this Schedule. 


The
Board encourages the CEO to expose the Board to Suncor's executives and high potential employees, both for succession planning and career development and to provide the Board with a broader
perspective on issues relevant to Suncor. Directors are provided with opportunities to meet with Suncor employees through attendance at events hosted by Suncor, such as Suncor's President's
Operational Excellence Awards, or when they visit Suncor's facilities (see "Orientation and Continuing Education" on page E-8 of this Schedule). 



The
HR&CC assists the Board in monitoring the CEO's performance by conducting an annual performance review against predetermined goals and criteria (including the goal of succession planning). The
HR&CC also reviews with the CEO the performance of his direct reports. 








Communication/Disclosure Policy and Stakeholder
Feedback. Suncor has a disclosure policy that establishes guidelines for Suncor's communications with shareholders, investment analysts, other
stakeholders and the public generally. This policy includes measures to avoid selective disclosure of material information, identifies designated Suncor spokespersons and establishes internal review
processes for key public communications. The Code (see "Ethical Business Conduct" on page E-9 of this Schedule) addresses Suncor's obligations for continuous and timely disclosure of
material
information and sets standards requiring directors, officers, employees and contract workers trading in Suncor shares and other securities to comply with applicable law. 


Suncor
has disclosure controls and procedures designed to ensure that material information relating to Suncor is made known to our CEO and Chief Financial Officer ("CFO"). Suncor has a Disclosure
Committee, chaired by the Vice President and Controller, and has designed and implemented due diligence procedures to support the financial reporting process and the certification of financial reports
by the CEO and CFO. 


Suncor
interprets its operations for its shareholders and other stakeholders through a variety of channels, including its periodic financial reports, securities filings, news releases, sustainability
report, webcasts, external web site, social media posts, briefing sessions and group meetings. Suncor encourages and seeks stakeholder feedback through various channels including corporate
communications and investor relations programs, including surveys of shareholders and analysts, and through participation in the regulatory process. The Board, either directly or through the
activities of a designated Board committee, reviews and approves all quarterly and annual financial statements and related management's discussion and analysis ("MD&A"), the management proxy circular,
the annual information form/Form 40-F and press releases containing significant new financial information, among other items. 



	




"Suncor encourages and seeks stakeholder feedback through various channels."






The
Board is specifically mandated to ensure systems are in place for communication with Suncor's shareholders and other stakeholders and that these systems are appropriately resourced. Suncor
maintains a toll-free phone number as well as email and regular mail addresses for stakeholder feedback and questions. In addition, Suncor encourages shareholders to attend Suncor's annual meeting and
interested parties may also attend in person or submit questions via webcast. The annual meeting provides a valuable opportunity to hear directly from Suncor's management about the results of Suncor's
business and operations, as well as its strategic plans. Members of the Board are in attendance at annual meetings and the Board chair and the chair of each Board committee are available to answer
questions as appropriate. 


The
Board recognizes that it is also important for the Board to communicate with shareholders, including organizations that represent or advise shareholders (collectively, "Interested Parties") on
matters of governance, and to that end, has adopted a Shareholder Communication and Engagement Policy (the "Engagement Policy"). In accordance with the Engagement Policy, Interested Parties may
communicate to the Board in writing to express their views on matters that are important to them, by addressing their correspondence to the Board in care of the Corporate Secretary at the address on
the back page of this Circular, or via email at: info@suncor.com, subject line: Attention: Board Chair / Chair of [Insert Board Committee Name] c/o Corporate Secretary.
The Board has determined that
questions or concerns related to the Board and senior management succession processes, executive and Board compensation, Board level corporate governance and other matters that are within the scope of
the Board's supervisory and oversight duties, as set out in its Terms of Reference, may appropriately be addressed to, and by, the Board. In addition, the Engagement Policy recognizes that in certain
circumstances it may be appropriate for Board members, generally through the Board chair or the chair of a committee, to meet with an Interested Party, and sets out criteria to be considered if the
Board receives a meeting request and terms applicable to the conduct of any such meeting. 








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Expectations and Responsibilities of Directors. The
Terms of Reference, supplemented by a Board approved accountability statement for directors (the "Accountability Statement"), which is available on Suncor's web site, identifies the key
expectations placed on Board members. Directors are expected to review meeting materials in advance of meetings. Board meeting dates are established well in advance and directors are expected to be
prepared for and attend all meetings absent extenuating circumstances. Directors' attendance records for meetings held in 2015 are set out on page E-12 of this Schedule. 


Directors
are required to devote sufficient time, effort and energy to their role as a Suncor director to effectively discharge their duties to Suncor and the Board. Pursuant to the Terms of
Reference, Audit Committee members must not be members of the audit committees of more than two other public companies, unless the Board determines that simultaneous service on a greater number of
audit committees would not impair the member's ability to effectively serve on Suncor's Audit Committee. 








Internal Controls. The Board is specifically
mandated to ensure processes are in place to monitor and maintain the integrity of Suncor's internal controls and management information systems. The Audit Committee assists the Board in this regard
and monitors the effectiveness and integrity of Suncor's financial reporting, management information, internal controls of business processes and Internal Audit function (excluding operations
integrity audit matters, which are specifically within the mandate of the EHS&SD Committee(1)). 




	(1)
	References
throughout this Schedule to "Internal Audit" in relation to the Audit Committee do not include the operations integrity audit department. 




The Audit Committee exercises general oversight over the Internal Audit function by reviewing the plans, activities and performance of the Internal Auditors.
The appointment or termination of the vice president responsible for Internal Audit is reviewed and approved by the Audit Committee. This individual has a direct reporting relationship with the
committee and meets with it, in the absence of other members of management, at least quarterly. The Audit Committee also reviews and approves appointees to the office of the CFO. 









 Board Committees


In addition to the responsibilities described elsewhere in this Schedule, including the oversight of principal risks assigned to Board committees, the following provides a
brief summary of the key functions, roles and responsibilities of Suncor's Board committees. The complete text of the mandate of each Board committee is available on Suncor's web site. 








Governance Committee. The Governance Committee
assists the Board in two main areas: corporate governance; and corporate strategy. 


In
its governance role, the Governance Committee is mandated to determine Suncor's overall approach to governance issues and key corporate governance principles. In doing so, it closely monitors
emerging best practices in governance. In addition, the Corporate Secretary, or her delegate, attends seminars, conferences and meetings on governance and updates the committee on developing trends
and practices. Suncor also reviews recommendations of governance and shareholder advisory organizations and participates in benchmarking studies undertaken by such organizations to assess its
governance practices in relation to those of other issuers in a wide range of geographies and industries. The Corporation's legal function monitors changes in law, administrative policy and stock
exchange requirements relating to governance, and provides updates to the Governance Committee. 



	




"The Governance Committee closely monitors emerging best practices in governance."






The
committee also reviews matters pertaining to Suncor's values, beliefs and standards of ethical conduct and those principal risks that have been delegated to the committee for oversight, and
assists the Board in its strategy role (see "Ethics" and "Strategic Planning", under the heading "Terms of Reference" on page E-3 of this Schedule). 


The
Governance Committee reviews and reports to the Board on directors' compensation issues. In consultation with the HR&CC and outside advisors, the Governance Committee has developed guidelines for
director compensation based on, among other factors, directors' roles and responsibilities and an analysis of the competitive position of Suncor's director compensation program. The Governance
Committee annually reviews the competitiveness and form of Board
compensation and makes recommendations to the full Board on Board compensation and share ownership guidelines for directors. The Board sets director compensation based upon recommendations from
this committee. 








Audit Committee. The Audit Committee assists the
Board in matters relating to Suncor's external auditors and the external audit process, oil and natural gas reserves reporting, financial reporting and public communication, risk management, security
and certain other key financial 








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matters.
The Audit Committee also assists the Board in matters relating to internal controls of Suncor's business processes and the Internal Audit function (see "Internal Controls", under the
heading "Terms of Reference" on page E-6 of this Schedule). 


The
Audit Committee plays a key role in relation to Suncor's external auditors. It initiates and approves their engagement (including fees) or termination, subject to shareholder approval, and
monitors and reviews their independence, effectiveness, performance and quality control processes and procedures. 


The
Audit Committee reviews with management and external auditors, and as appropriate approves, significant financial reporting issues, the conduct and results of the annual audit and significant
finance and accounting policies and other financial matters. The Audit Committee also reviews Suncor's annual and interim financial statements, MD&A and annual information form/Form 40-F. The
committee approves interim financial statements and interim MD&A through authority delegated by the Board and makes recommendations to the Board with respect to approval of the annual disclosure
documents. 


The
Audit Committee plays a key oversight role in the evaluation and reporting of Suncor's oil and natural gas reserves. This includes review of Suncor's procedures relating to reporting and
disclosure, as well as those for providing information to Suncor's independent reserves evaluators. The Audit Committee reviews and approves the appointment and terms of engagement (including fees) of
the reserves evaluators, including their qualifications and independence and any changes in their appointment. Suncor's reserves data and report of the reserves evaluator are annually reviewed by the
Audit Committee prior to approval by the full Board. 


The
Audit Committee reviews Suncor's policies and practices with respect to cash management, financial derivatives, financing, credit, insurance, taxation, commodities trading and related matters. It
also reviews the assets, financial performance, and funding and investment strategies of Suncor's registered pension plan. The Audit Committee oversees generally the Board's risk management governance
model (see "Risk Oversight", under the heading "Terms of Reference" on page E-3 of this Schedule) and also monitors components of Suncor's business conduct code compliance program
(see "Ethical Business Conduct" on page E-9 of this Schedule). 


Members
of the Audit Committee are required to be financially literate. All of Suncor's directors, including all members of the Audit Committee, are considered financially literate. In addition, at
least one member of the Audit Committee must be determined by the Board to be an "audit committee financial expert". The Board has determined Messrs. O'Brien and D'Alessandro to be such
experts. The criteria for assessing the financial literacy of directors, and whether they qualify as an "audit committee financial expert", are set out in the Terms of Reference in Schedule H. 



For
additional information about Suncor's Audit Committee, including the Audit Committee Mandate and Pre-approval Policies and Procedures, see "Audit Committee Information" in Suncor's Annual
Information Form dated February 25, 2016, filed at www.sedar.com. 








Environment, Health, Safety and Sustainable Development
Committee. The EHS&SD Committee reviews the effectiveness with which Suncor meets its obligations and achieves its objectives pertaining to the
environment, health, safety and sustainable development. This includes the effectiveness of management's establishment and maintenance of appropriate EHS&SD policies, and monitoring the adequacy and
effectiveness of OEMS and related business processes. The EHS&SD Committee also monitors management's performance and emerging trends and issues in these areas. In fulfilling its role, the EHS&SD
Committee reviews management stewardship reports as well as the findings of significant external and internal environmental, health and safety investigations, assessments, reviews and audits. Suncor's
annual sustainability report, a detailed public disclosure document that includes reporting on Suncor's EHS&SD progress, plans and performance objectives, is also reviewed by the EHS&SD Committee. 


The
EHS&SD Committee assists the Board in matters pertaining to the integrity of Suncor's physical assets, by monitoring the adequacy of Suncor's internal controls as they relate to operational risks
of its physical assets and matters of environment, health, safety and sustainable development. 








Human Resources and Compensation Committee. The
HR&CC assists the Board by annually reviewing the performance of the CEO and recommending his total compensation to the full Board. The corporate objectives for which the CEO is responsible include a
combination of corporate goals and personal goals, set annually by the Board in consultation with the HR&CC and the Board chair. The HR&CC annually reviews the CEO's performance against these
objectives and against the key accountabilities of his position, as set out in the CEO's position description. The HR&CC reports its assessment to the full Board which ultimately approves CEO
compensation. 


The
HR&CC also reviews annually the CEO's evaluation of the other senior executives within the organization and his recommendation for their total compensation. 


For
more information about the HR&CC and the process and criteria for determining the CEO's total compensation, 








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see
"Compensation Discussion and Analysis" on page 26 of the Circular. See also "Succession Planning and Monitoring/Evaluating Senior Management", under the heading "Terms of Reference" on
page E-4 of this Schedule. 








 Orientation and Continuing Education


Each new member of the Board participates in a formal orientation program. The orientation program includes in-person meetings with senior management on key legal,
environmental, business, financial and operational topics central to Suncor's business and operations and a tour at the sites of some of Suncor's principal operations. The orientation program also
focuses on the role of the Board, its committees and its directors and the nature and operation of Suncor's business. 



A
directors' handbook, containing information about the Board and Suncor, including Suncor's core governance documents, is made available to each director upon joining the Board. The handbook is
continuously updated and is available for viewing by directors through a secure directors' portal. 


Presentations
and tours at the sites of Suncor's principal operations are provided to directors on a periodic basis, often in conjunction with Board meetings, for the purpose of directly acquainting
directors with Suncor's operations and the communities in which they are located. 


The
Governance Committee oversees the Board's strategic education program. In conjunction with Board meetings, management presents focused information to directors on topics pertinent to Suncor's
business, including the impact of significant new laws or changes to existing laws and opportunities presented by new technologies. In an annual survey, directors are asked to suggest topics of
interest for future information sessions and topics are chosen annually for presentations from internal or external sources. 



	




"The Board has a strategic education program and continuing education policy in place, both of which were effectively utilized in 2015."






The
Board's Director Continuing Education Policy also encourages directors to enroll in courses and programs that enhance and supplement their knowledge and skills in areas relevant to their role on
the Board with the approval of the Board chair or chair of the Governance Committee. 








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During
2015, the Board, its committees and individual directors participated in presentations and received educational information on a variety of topics, including those set out in the
table below. 



	





 Date	 	





 Topic	 	





 Presented/Hosted By	 	





 Attended By	 
	





 

	Fall 2014 – June 2015	 	Director education program	 	Corporate directors' association

(external provider)	 	Jacynthe Côté	 
	





 

	February 2, 2015	 	New director orientation	 	Management	 	Jacynthe Côté	 
	





 

	February 3, 2015	 	Institutional investor perspective	 	Institutional investor representative

(external speaker)	 	Mel Benson, Jacynthe Côté, Douglas Ford, John Gass, John Huff, Maureen McCaw, Michael O'Brien, James Simpson, Eira Thomas, Steven Williams,
Michael Wilson	 
	





 

	February 3, 2015	 	Global exploration and production business considerations	 	Exploration and production market expert

(external speaker)	 	Mel Benson, Jacynthe Côté, Douglas Ford, John Gass, John Huff, Maureen McCaw, Michael O'Brien, James Simpson, Eira Thomas, Steven Williams,
Michael Wilson	 
	





 

	March 2015 – December 2015	 	Compensation committee webinar series	 	Corporate directors' association

(external provider)	 	John Gass	 
	





 

	June 30, 2015	 	Early intervention to improve major project contractor safety performance	 	Governance and assurance advisory services provider

(external provider)	 	Eira Thomas	 
	





 

	July 1, 2015	 	Trends and best practices in environment, health and safety and operational risk governance	 	Governance and assurance advisory services provider

(external provider)	 	Eira Thomas	 
	





 

	November 6, 2015	 	Full-day program on corporate governance including best practices for board directors	 	University executive continuing education program

(external provider)	 	James Simpson	 
	





 

	November 17, 2015	 	Royalty overview	 	Management	 	Jacynthe Côté	 
	





 

	November 17, 2015	 	Supply, trading and optimization overview	 	Management	 	Jacynthe Côté	 
	





 

	December 9, 2015	 	Orientation regarding key environment, health, safety and sustainable development issues	 	Management	 	Eira Thomas	 
	





 






	 











Ethical Business Conduct


Sound, ethical business practices are fundamental to Suncor's business. The Code, which applies to Suncor's directors, officers, employees and contract workers, requires strict
compliance with legal requirements and sets Suncor's standards for the ethical conduct of our business. Topics addressed in the Code include competition, conflicts of interest and the protection and
proper use of corporate assets and opportunities, confidentiality, disclosure of material information, trading in shares and securities, communications to the public, improper payments, harassment,
fair dealing in trade relations and accounting, reporting and business control. The Code is supported by detailed policy guidance and standards and a Code compliance program, under which every Suncor
director, 








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officer,
employee and contract worker is required annually to read a summary of the Code, affirm that he or she has reviewed the summary and understands the requirements of the Code and provide
confirmation of his or her compliance with the Code during the preceding year, or confirmation that any instance of non-compliance has been discussed and resolved with the individual's supervisor. The
summary provided includes a message from the President and CEO emphasizing Suncor's values and making it clear that all representatives of Suncor are expected to conduct business in a safe, fair,
honest, respectful and ethical manner. 


The
Board exercises stewardship over the Code in several respects. Suncor's Internal Auditors audit the compliance program annually and the vice president responsible for Internal Audit, who has a
direct reporting relationship with the Audit Committee, reports on the audit to that committee. 



Moreover,
at least once annually, the Code is reviewed and if appropriate, updated. Management reports to the Governance Committee annually on this process. The Governance Committee reviews any
changes and ensures the Code continues to reflect Suncor's commitment to ethics and integrity, and addresses all related legal requirements and best practices. Any waivers of Code requirements for
Suncor's executive officers or members of the Board must be approved by the Board or appropriate committee thereof and disclosed. No such waivers were granted in 2015. 



	




"Suncor has adopted a business conduct code, supported by detailed guidance and standards and a code compliance program."






Suncor
encourages employees to raise ethical concerns with Suncor management and Suncor's legal, corporate security, human resources and Internal Audit departments, without fear of retaliation. In
addition, Suncor's "Integrity Hotline" provides a means for Suncor employees to raise issues of concern anonymously, with a third-party service provider. The Integrity Hotline is available
24 hours a day, seven days a week. Any issues of a serious nature are investigated by Suncor's Internal Auditors or security staff. The Audit Committee receives regular updates on activities
relating to the Integrity Hotline. Pursuant to the Code, the vice president responsible for Internal Audit is charged with responsibility for maintaining the Integrity Hotline and ensuring that all
alleged Code violations are investigated in conjunction with legal counsel. 


Suncor
provides additional specialized training for employees for matters governed by the Code where it is determined such training would be beneficial. For example, all employees directly involved
with Suncor's international and offshore operations are required to periodically attend focused workshops, which address, among other items, compliance with sanctions and anti-bribery and
anti-corruption legislation and best practices for operating in international jurisdictions where Suncor operates. 



The
Code is available on Suncor's web site. 








 Conflicts of Interest


The Board has a policy relating to directors' conflicts of interest. Pursuant to this policy, directors are required to maintain with the Corporate Secretary a current list of
all other entities in which they have a material interest, or on which they serve as a director, trustee or in a similar capacity. This list is made available to all directors through the directors'
portal. Directors must immediately advise the Corporate Secretary of any deletions, additions or other changes to any information in their declaration of interest. 



If
the change involves a change in the director's principal occupation or an appointment as director, officer or trustee of any for-profit or not-for-profit organization, the director must also notify
the Board chair, who will determine whether the change would be inconsistent with the director's duties as a member of the Board. In appropriate circumstances, the director's resignation may
be required. 


The
policy sets out clear procedures applicable in the event conflicts arise. If a director is a party to, or has an interest in any party to, a contract or transaction before the Board (regardless of
the materiality of the contract or transaction), the director must immediately advise the Board chair or the particular committee chair. The director's conflict or potential conflict is recorded in
the minutes of the meeting and the director is required to absent himself or herself from the meeting for any material discussions or deliberations concerning the subject matter of the contract or
transaction. The director is required to abstain from voting on any resolution in respect of such contract or transaction. 


The
Corporate Secretary ensures that directors do not receive Board materials in situations where the subject matter of those materials could involve an actual or potential conflict
of interest. 









 Board and Committee Meetings


The Board chair, in consultation with the Corporate Secretary, has the responsibility of establishing a schedule for meetings of the Board and its committees each year, 








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which
is approved by the Board. Board and committee meeting dates are established sufficiently in advance where possible (at least one year and longer if practical) to minimize conflict with
other commitments on directors' schedules. The Board holds at least five meetings per year, one of which is devoted solely to strategy. If during the course of the year circumstances require Board or
committee action or consideration, additional meetings are called. 


The
Board chair works with the CEO to establish the agenda for each Board meeting. The chair of each committee, in consultation with the committee secretary, determines the agenda for each committee
meeting. Each Board member is free to suggest inclusion of items on any Board or committee agenda. Whenever feasible, important issues for decision are dealt with over the course of two meetings. The
first meeting allows for a thorough briefing and the second allows for the final discussion and decision. 


The
following provides details about Board and committee meetings held during 2015 and the attendance of the directors at these meetings. 



	





 Board and Committees	 	





 Number of Meetings Held in 2015	 
	








	Board	 	6	 
	








	Audit Committee	 	8	 
	








	EHS&SD Committee	 	4	 
	








	Governance Committee	 	5	 
	








	HR&CC	 	5	 
	













	




"In 2015, directors attended 98.3% of all Board and committee meetings."











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E-11







 


Number of Meetings and Number of Meetings Attended                        




	





 Director(1)	 	





 Board(2)	 	





 Audit

Committee	 	





 EHS&SD

Committee	 	





 Governance

Committee	 	





 HR&CC	 	





 Committees

(total)	 	





 Overall

Attendance	 
	









	Mel E. Benson	 	6/6	 	—	 	4/4	 	—	 	5/5	 	9/9	 	15/15	 
	 	 	(100%)	 	 	 	 	 	 	 	 	 	(100%)	 	(100%)	 
	








	Jacynthe Côté(3)	 	6/6	 	7/7	 	4/4	 	—	 	—	 	11/11	 	17/17	 
	 	 	(100%)	 	 	 	 	 	 	 	 	 	(100%)	 	(100%)	 
	








	Dominic D'Alessandro	 	5/6	 	7/8	 	—	 	5/5	 	—	 	12/13	 	17/19	 
	 	 	(83%)	 	 	 	 	 	(Chair)	 	 	 	(92%)	 	(89%)	 
	








	W. Douglas Ford	 	6/6	 	—	 	—	 	5/5	 	5/5	 	10/10	 	16/16	 
	 	 	(100%)	 	 	 	 	 	 	 	 	 	(100%)	 	(100%)	 
	








	John D. Gass	 	5/6	 	—	 	4/4	 	—	 	5/5	 	9/9	 	14/15	 
	 	 	(83%)	 	 	 	 	 	 	 	(Chair)	 	(100%)	 	(93%)	 
	








	John R. Huff	 	6/6	 	—	 	4/4	 	—	 	5/5	 	9/9	 	15/15	 
	 	 	(100%)	 	 	 	 	 	 	 	 	 	(100%)	 	(100%)	 
	








	Maureen McCaw(3)	 	6/6	 	8/8	 	1/1	 	3/3	 	—	 	12/12	 	18/18	 
	 	 	(100%)	 	 	 	 	 	 	 	 	 	(100%)	 	(100%)	 
	









	Michael W. O'Brien	 	6/6	 	8/8	 	—	 	5/5	 	—	 	13/13	 	19/19	 
	 	 	(100%)	 	(Chair)	 	 	 	 	 	 	 	(100%)	 	(100%)	 
	








	James W. Simpson(4)	 	6/6	 	—	 	—	 	—	 	—	 	—	 	6/6	 
	 	 	(100%)	 	 	 	 	 	 	 	 	 	 	 	(100%)	 
	 	 	(Chair)	 	 	 	 	 	 	 	 	 	 	 	 	 
	








	Eira M. Thomas(3)	 	6/6	 	—	 	3/3	 	2/2	 	5/5	 	10/10	 	16/16	 
	 	 	(100%)	 	 	 	(Chair)	 	 	 	 	 	(100%)	 	(100%)	 
	








	Steven W. Williams(4)	 	6/6	 	—	 	—	 	—	 	—	 	—	 	6/6	 
	 	 	(100%)	 	 	 	 	 	 	 	 	 	 	 	(100%)	 
	








	Michael M. Wilson	 	6/6	 	8/8	 	—	 	5/5	 	—	 	13/13	 	19/19	 
	 	 	(100%)	 	 	 	 	 	 	 	 	 	(100%)	 	(100%)	 
	












	(1)
	Patricia M. Bedient
is not included in this table as she became a director on February 24, 2016.



	(2)
	Board
meetings held on February 3 – 5, July 29 – 30, and
November 16 – 17, 2015 are each counted as one meeting for the purpose of the foregoing table.



	(3)
	Ms. Côté
became a member of the Audit Committee and EHS&SD Committee upon her appointment to the Board on February 3, 2015. In
April 2015, Ms. McCaw stepped down as a member of the EHS&SD Committee and became a member of the Governance Committee, and Ms. Thomas stepped down as a member of the Governance
Committee and became chair of the EHS&SD Committee.



	(4)
	Messrs. Simpson
and Williams are not members of any standing committee and therefore their attendance is only recorded for meetings of the Board. However, throughout the year,
Mr. Simpson attended such meetings of the committees of the Board on a non-voting basis as he determined appropriate in his capacity as Board chair. In 2015, Mr. Williams also attended
certain committee meetings on a non-voting basis at the invitation of the committees in his capacity as an officer of Suncor. 









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 Nomination of Directors


The Governance Committee conducts the selection process for new nominees to the Board. The Board endeavours to be comprised of individuals representing a diversity of
backgrounds, experience and skills. Directors are selected for their integrity and character, sound and independent judgment, breadth of experience, insight and knowledge and business acumen. A
discussion of the Board Diversity Policy (the "Diversity Policy") and how the Board considers diversity in the selection process for nominees to the Board is found beginning on page E-15
of this Schedule. 



	




"An ever-green list of potential board candidates is maintained and updated as needed."






Pursuant
to the policies of the Board, the assessment and selection process is undertaken by the Governance Committee as needed and consists of several steps, including: (i) maintaining and
updating an inventory of capabilities, competencies, skills and qualities of current Board members and of the Board as a whole; and (ii) identifying capabilities, competencies, skills and
qualities desired to be added to the Board, taking pending retirements and the Board's current needs and priorities into account. The role of the CEO in that process is limited and appropriate. The
Board has determined that the industry background and functional experience of the Board currently maps well to Suncor's business strategy, as well as its vision to be a trusted steward of valuable
natural resources. 


The
table below lists the competencies of the non-executive directors standing for re-election at the annual meeting, together with their retirement dates in accordance with Suncor's Retirement and
Change of Circumstance Policy (the "Retirement Policy"), assuming an annual meeting in late April of their retirement year, based on their ages. 





  


	(1)
	Dates
are in accordance with Suncor's Retirement Policy and indicate the year in which the director must retire, absent exceptional circumstances. See "Mechanisms of Board Renewal" on
page E-14 of this Schedule.



	(2)
	Mr. Williams,
the only director who is also an executive officer of Suncor, has competencies in the following areas: (i) primary industry backgrounds: technology,
resources, and industrial; and (ii) functional experience: CEO experience, finance, operations, technology/IT, and corporate staff: human resources, strategy, economics



	(3)
	The
Board extended Mr. Simpson's term of service for one year, until the close of Suncor's 2017 annual general meeting. See "Mechanisms of Board Renewal" on page E-14 of
this Schedule. 








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 E-13







 

The above inventory is assessed as required to identify any capabilities, competencies, skills and qualities desired to be added to the Board in light of the
Board's current needs and priorities. The Governance Committee uses this assessment as a basis for selection criteria describing the skills, experiences, qualifications, diversity (gender,
ethnicity/Aboriginal status, age, business experience, professional expertise, personal skills, stakeholder perspectives and geographic background) and personal qualities desired in potential new
Board members. The Governance Committee identifies candidates from a number of sources, including executive search firms, or referrals from existing directors. When a vacancy occurs or is pending, the
Governance Committee identifies a short list of potential candidates to pursue further, considering, in addition to the factors listed above, whether each candidate can devote sufficient time and
resources to his or her duties as a Board member. The Governance Committee is required to retain an executive search firm or other third party expert to assist in completing reference and background
checks on Board candidates. The Governance Committee may also engage these firms and experts to assist in carrying out any of its duties in relation to recruitment. Pursuant to Board policies, the
Governance Committee is required to maintain and update as needed, a list of potential Board candidates for planned and unplanned vacancies through the form of an ever-green list. 


Throughout
the process, the Governance Committee provides updates to the Board and solicits input on candidates. Candidates are interviewed by members of the committee and other directors as deemed
appropriate. The Governance Committee ultimately provides its recommendation on Board candidates to the full Board. Candidates may be appointed by the Board to hold office for a term expiring not
later than the close of the next annual meeting of shareholders. 









 Mechanisms of Board Renewal


The Board's goal is to be a balanced board made up of members with diverse characteristics, experience and tenure. In furtherance of that goal, the Board has implemented two
primary mechanisms of board renewal: the Retirement Policy; and an annual evaluation process, each of which is described in detail below. The Board has not adopted term limits for directors, as it
believes the Retirement Policy and the annual board evaluation process are effective in achieving the appropriate level of renewal of the Board's membership. 








Retirement. The Board has adopted the Retirement
Policy, which provides that all directors, other than management directors, must retire from the Board upon completion of their term of office at the annual meeting of shareholders following their
72nd birthday. The Governance Committee, in consultation with the Board chair, has the authority under exceptional circumstances to recommend extension of the term of a Board
member if the retirement of such director would not be in the best interests of Board continuity and effectiveness. Any such extension must be granted by the Board. The CEO and other management
directors are required to leave the Board when they cease to be employees of Suncor. 


In
2015, in light of Suncor's business needs and the period of significant renewal the Board has experienced in recent years, which is expected to continue in the coming years as a result of
retirements of directors, the Board approved an extension of the term of service of the Board chair, James W. Simpson, for one additional year, until the close of the 2017 annual general
meeting. 








Assessment of Directors. Suncor's Board
Effectiveness Policy establishes an annual process (the "Evaluation Process") whereby directors are provided with an opportunity to evaluate the effectiveness of the Board, its committees, the
Board chair, committee chairs and individual directors and to identify areas where effectiveness may be enhanced. The Evaluation Process carried out in 2015 showed that all directors and committees,
and the Board as a whole, effectively fulfilled their responsibilities. 



	




"The Board conducts an annual review process for the Board, its committees, the Board chair, the chair of each committee and its members."






The
Evaluation Process involves the solicitation of input from individual directors through an annual on-line survey presented in two parts: (i) an evaluation form that explores the directors'
views and solicits feedback on how well they believe the Board and its committees, including their chairs, are performing (the "Board Effectiveness Survey"); and (ii) a peer feedback
survey (the "Peer Survey") that explores the directors' views and solicits feedback on their assessment of other directors' performance, including their contributions and participation in Board
discussions and debate, accountability, knowledge, experience, demonstration of high ethical standards and communication and persuasion skills. 


The
Evaluation Process includes open-ended questions to allow directors to elaborate on their responses and to 








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suggest
improvements. The Board Effectiveness Survey asks each director whether he or she believes the Board and each of its committees are functioning as they should in accordance with their
mandates. Consideration of the appropriateness of the Board's size is also addressed and the size of the Board was confirmed to be appropriate by the directors in 2015. Information obtained from the
answers to these questions assists the Board in determining whether any of the Board or committee mandates or Board processes or policies should be revised. 


Board Effectiveness Review  


Confidential
responses are tabulated and analyzed by the Corporate Secretary and presented in a report which is circulated to the chair of the Governance Committee and Board chair, who then work with
the Corporate Secretary to summarize key items and recommendations for enhancing or strengthening effectiveness (including any recommendations arising from the one-on-one meetings described under
"Peer Review" below). The recommendations are tabled, discussed and finalized at the first Governance Committee meeting in each calendar year and timelines and action items are assigned at the meeting
to track any follow-up to effect the recommendations. The chair of the Governance Committee reports to the full Board on the survey results and action items at the first meeting of the Board in each
calendar year and reports on the progress made on the recommendations throughout the year. All materials distributed to the Governance Committee are made available for review by all directors. 


Peer Review  


The
results of the Peer Survey are tabulated and consolidated by the Corporate Secretary and a summary report is circulated to the chair of the Governance Committee and Board chair. Individual
directors receive their personal results. 


The
Board chair sets up one-on-one meetings with each director to discuss his or her peer review results and to receive input on governance, risk and strategy. The Board chair discusses his own peer
review results with the chair of the Governance Committee. The one-on-one meetings are completed prior to the first Board and committee meetings held in each calendar year. This allows any input
provided on governance, risk and strategy to be incorporated in the action plans arising from the Evaluation Process. Once the peer review meetings are completed, the Board chair prepares a summary of
key items arising from these discussions which are discussed in-camera at the Governance Committee and at the meeting of the full Board. 








Diversity








Board of Directors. A fundamental belief of
Suncor's Board is that a Board comprised of women and men representing diverse points of view can add greater value than a Board comprised solely of directors with similar backgrounds. The Board aims
to be comprised of directors who have a range of perspectives, insights and views in relation to the issues affecting Suncor. This belief in diversity was confirmed in the written
Diversity Policy adopted by the Board. The Diversity Policy states that the Board should include individuals from diverse backgrounds, having regard to gender, ethnicity/Aboriginal status, age,
business experience, professional expertise, personal skills, stakeholder perspectives and geographic background. Accordingly, consideration of whether the diverse attributes highlighted in the policy
are sufficiently represented on the Board, including consideration of the number of women who are directors, is an important component of the selection process for new members of
Suncor's Board. 



	




"The Board has a written Diversity Policy."






The
Board has ensured that the Diversity Policy will be effectively implemented by embedding it into its policy for the selection process for new Board members (the "Selection Process Policy").
The Selection Process Policy requires the Governance Committee to conduct periodic assessments to consider the level of representation on the Board of the various attributes enumerated in the
Diversity Policy, including the number of women on the Board. The Governance Committee has emphasized the Board's commitment to the recruitment of women in recent years by making the identification of
candidates who are women a key search criterion in the director selection and nomination processes it has undertaken. The Board members also have the opportunity annually to evaluate the effectiveness
of the director selection and nomination process, including compliance with the Diversity Policy, through the Board's Evaluation Process. 


Following
the annual general meeting and assuming that all nominees for director are elected as contemplated in the Circular, four of 12 directors (33.3%) on the Board will be women. The Board
recognizes the value of the contribution of members with diverse attributes on the Board and is committed to ensuring that there is significant representation of women on the Board. The Board has not,
however, established a target regarding the number of women on the Board. The Board has determined that, at this time, a target would not be the most effective way of ensuring it is comprised of
individuals with diverse 








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attributes
and backgrounds. The Board believes its current make-up reflects the principles of diversity set out in the Diversity Policy. 









 Suncor Management. Suncor believes that a diversity
of backgrounds, opinions and perspectives and a culture of inclusion helps to create a healthy and dynamic workplace, which improves overall business performance. 


Suncor
recognizes the value of ensuring that the Corporation's employees have diverse attributes, including that it has a substantial number of employees who are women. The Corporation has developed
an execution plan to work towards increasing the number of employees who are women throughout the organization, including in leadership positions. One of the objectives of this plan is to ensure there
will be highly qualified women within Suncor available to fill vacancies in executive officer and other leadership positions. A particular focus of this work has been to increase the representation of
women in operations and maintenance roles, two areas in which women have been traditionally underrepresented in Suncor's industry. 



	




"Suncor aims to build a culture of inclusion throughout the organization."






In
appointing individuals to its senior leadership team, which is comprised of Suncor's executive officers and senior leaders reporting directly to executive officers, Suncor weighs a number of
factors, including the skills and experience required for the position and the personal attributes of the candidates. The level of representation of women in senior leadership roles is also considered
as one such factor. 


Currently,
one out of nine members (11.1%) of Suncor's executive leadership team, which is comprised of Suncor's executive officers, is a woman and 13 out of 46 (28.3%) Suncor senior leaders
are women. 


At
the present time, Suncor has not adopted a target for the number of women in executive officer or senior leadership positions. Suncor believes the most effective way to achieve its goal of
increasing the representation of women in leadership roles at all levels of the organization is to identify high-potential women within the Corporation and work with them to ensure they develop the
skills, acquire the experience and have the opportunities necessary to become effective leaders. This includes regularly assessing formal processes to identify and remove barriers to women's
advancement, as well as taking action to build a culture of inclusion throughout the organization. In 2016, Suncor will begin implementing a program that will focus on addressing root issues that may
hinder the development of a culture of inclusion and the progression of women into leadership roles. This initiative will include training personnel to be aware of unconscious biases and a review of
core human resource processes to ensure they are not influenced by systemic bias. 


Suncor
is committed to other aspects of diversity in addition to its initiatives to foster gender diversity. The Corporation is building a strategy aimed at increasing the participation of Aboriginal
Peoples in energy development, including the goal of improving Aboriginal workforce development at Suncor. 









 Compliance with NYSE Standards


Suncor's corporate governance practices meet or exceed all applicable Canadian Requirements and SEC Requirements. Except as disclosed below, Suncor's corporate governance
practices are in compliance with NYSE Standards in all significant respects. 


	•
	





Approval of Equity Compensation
Plans.  Suncor is not required to and does not comply with Section 303A.08 of the NYSE Listed Company Manual which requires
shareholder approval of all equity compensation plans and any material revisions thereto, regardless of whether the securities to be delivered under such plans are newly issued or purchased on the
open market. The TSX rules, which Suncor complies with, only require shareholder approval for certain of Suncor's equity compensation plans in accordance with a specific amendment provision, as
approved by shareholders at the 2007 annual and special meeting and by the TSX. See "Summary of Incentive Plans" on page 61 of the Circular.



	•
	





Independence
Standards.  The Board is responsible for determining whether or not each director is independent. In making this determination, the Board
has adopted the definition of "independence" as set forth in the Canadian Requirements (specifically National
Instrument 52-110 – Audit Committees) and SEC Requirements (specifically Rule 10A-3 under the
U.S. Securities Exchange Act of 1934, as amended). The Board has not adopted, and is not required to adopt, the director independence standards
contained in Section 303A.02 of the NYSE's Listed Company Manual, including with respect to its audit committee and compensation committee. The Board has not adopted, nor is it required to
adopt, procedures to implement Section 303A.05(c)(iv) of the NYSE's Listed Company Manual in respect of compensation committee advisor independence. 









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SCHEDULE F: POSITION DESCRIPTION FOR INDEPENDENT BOARD
CHAIR


The
following principles shape the position description and duties for the Chair of the Board of Directors of Suncor Energy Inc.: 


	1.
	The
Board's overarching duty is to supervise the management of Suncor's business and affairs.



	2.
	Suncor
is committed to establishing and maintaining a well developed governance process involving the Board, Board committees and management.



	3.
	Active
involvement and substantive debate are encouraged.



	4.
	The
Board supports the separation of the role of Chair from the role of Chief Executive Officer (CEO).



	5.
	The
Board is involved in strategic policy issues.



	6.
	The
Board will strive to be the best. 









 With the foregoing in mind, the framework for Board Chair will be:


	•
	The
Chair of the Board is the chief officer of the Board, appointed annually by the Board with remuneration as determined by the Board. The Chair is not an employee or
officer of the Corporation and will be independent of management. The Chair will foster and promote the integrity of the Board and a culture where the Board works harmoniously for the long-term
benefit of the Corporation and its shareholders.



	•
	The
Chair will preside at meetings of the Board and at meetings of the shareholders of the Corporation, as provided for in the by-laws of the Corporation.



	•
	The
Chair, by standing invitation, is considered an ex-officio of the Board's Standing Committees of which he is not a listed member.



	•
	The
Chair will be kept well informed on the major affairs and operations of the Corporation, on the economic and political environment in which it operates and will maintain
regular contact with the CEO and other senior executive officers of the Corporation. 









 The accountabilities of the Chair include:








Shareholder Meetings


	•
	Subject
to the by-laws, chair all shareholder meetings.



	•
	Review
and approve minutes of all shareholder meetings. 









Manage the Board


	•
	Subject
to the by-laws, chair all Board meetings.



	•
	Provide
leadership to the Board.



	•
	In
conjunction with the Governance Committee, ensure that processes to govern the Board's work are effective to enable the Board to exercise oversight and due diligence in
the fulfillment of its mandate.



	•
	Identify
guidelines for the conduct and performance of directors.



	•
	Manage
director performance.



	•
	With
the assistance of the corporate secretary and CEO, oversee the management of Board administrative activities (meeting schedules, agendas, information flow and
documentation).



	•
	Facilitate
communication among directors.



	•
	Attend
committee meetings as deemed appropriate.



	•
	Review
and approve minutes of all Board meetings prior to presentation to the Board for approval. 









Develop a More Effective Board


	•
	Working
with the Governance Committee, plan Board and Board committee composition, recruit directors, and plan for director succession.



	•
	Working
with the Governance Committee, participate in the Board effectiveness evaluation process and meet with individual directors to provide constructive feedback
and advice.



	•
	Review
any change in circumstance of individual directors and determine whether directors' other commitments conflict with their duties as directors of Suncor; review
requests from the CEO to sit on the Board of Directors of outside business organizations.



	•
	Review
and approve requests from directors under the Board's Directors Continuing Education Policy. 








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 Work with Management


	•
	Support
and influence strategy.



	•
	With
the assistance of the Human Resources and Compensation Committee, lead the Board in evaluating the performance of the CEO.



	•
	Review
the CEO's expenses on a quarterly basis.



	•
	Build
relationships at the senior management level.



	•
	Provide
advice and counsel to the CEO. 



Serve
as an advisor to the CEO concerning the interests of the Board and the relationship between management and the Board. 








 Liaise with Stakeholders


	•
	Share
Suncor's views with other boards and organizations when required.



	•
	Although
primary responsibility for the Corporation's relationships with the financial community, the press and other external stakeholders rests with the CEO, the Chair may
be requested, from time to time, to attend meetings with outside stakeholders. 









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 SCHEDULE G: DIRECTOR INDEPENDENCE POLICY AND CRITERIA








 Background:


Corporate governance guidelines provide that boards of directors should have a majority of independent directors, and that the board chairman should be independent. 


The
purpose of this independence policy and criteria is to state the criteria by which the Board of Directors (the "Board") of Suncor Energy Inc. ("Suncor") determines whether each of
its directors is or is not independent. 








 Independence Policy:


Pursuant to the terms of reference for the Board, a majority of the Board must be independent, and in addition, the Audit, Governance, and Human Resources and Compensation
Committees, shall be comprised solely of independent directors. The Governance Committee will conduct an annual review of the status of each director and director nominee in light of the following
criteria for independence, and will recommend to the Board in order that the Board may affirmatively determine the status of each such individual. In making independence determinations, the Board
shall
consider all relevant facts and circumstances. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. The key concern
when assessing independence is independence from management. 








Independence Criteria:


A director of Suncor will be considered independent only if the Board has affirmatively determined that the director has no material relationship with Suncor, either directly
or as a partner, shareholder or officer of an organization that has a material relationship with Suncor. A "material relationship" is one which could, in the view of the Board, be reasonably expected
to interfere with the exercise of the director's independent judgment (CSA National Instrument 52-110). 


Notwithstanding
the foregoing, a director will NOT be considered independent if(1): 


	•
	The
director is, or has been within the last three years, an employee or executive officer of Suncor, or an immediate family member is or has been within the last three
years, an executive officer, of Suncor.



	•
	The
director has received, or an immediate family member has received, during any 12-month period within the last three years, more than $75,000 in direct compensation from
Suncor, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) and
other than compensation received by any immediate family member for service as an employee of Suncor (other than an executive officer).



	•
	The
director or an immediate family member is a current partner of a firm that is Suncor's internal or external auditor; a director is a current employee of such a firm; or
a director's immediate family member is a current employee of such a firm and participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or a director or an
immediate family member who was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on Suncor's audit within that time. For the purposes of
this point ONLY, "immediate family member" means a spouse, minor child or stepchild, adult child or stepchild sharing a home with the director.



	•
	The
director or any immediate family member is or has been within the last three years employed, as an executive officer of another corporation where any of Suncor's current
executive officers at the same time serve on that corporation's compensation committee.



	•
	The
director is a current employee, or an immediate family member is a current executive officer, of a corporation that has made payments to, or received payments from,
Suncor, for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other corporation's consolidated
gross revenues.



	•
	Contributions
to tax exempt organizations shall not be considered "payments" for the purposes of these rules, provided that Suncor shall disclose in its proxy circular such
contributions made to any tax exempt organization in which a director serves as an executive officer, if within the preceding three years, contributions in any single fiscal year from Suncor to the
organization exceeded the greater of $1 million, or 2% of such organization's consolidated gross reserves. 






	(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. 








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 G-1







 
	•
	For
Audit Committee members only, in order to be considered independent, a member of the Audit Committee may not, other than in his or her capacity as a member of the Audit
Committee, the Board or any other Board Committee, accept directly or indirectly any consulting, advisory, or other compensatory fee from Suncor, provided that compensatory fees do not include the
receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with Suncor provided that such compensation is not contingent in any way on
continued service; and in addition, shall not be an affiliated person of Suncor or any of its subsidiaries. 



A
director of Suncor will not be considered to have a material relationship with Suncor solely because the individual or his or her immediate
family member: 


	•
	Has
previously acted as an interim CEO of Suncor; or



	•
	Acts,
or has previously acted, as chair or vice chair of the Board or of any Board committees on a part-time basis; or



	•
	Sits
on the board of directors or as a trustee or in an equivalent capacity, of another corporation, firm or other entity, which has a business relationship with Suncor,
provided that the individual's remuneration from the other entity is not personally material to that individual or dependent on or variable with the nature or extent of the business relationship with
Suncor, the individual is not involved in negotiating, managing, administering or approving contracts
between Suncor and the other entity, and the individual otherwise is in compliance with the Board's conflict of interest policy with respect to contracts between Suncor and that other entity. 









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 SCHEDULE H: BOARD TERMS OF REFERENCE








 Part I: Overview


The
Canada Business Corporations Act (the Act), Suncor's governing statute, provides "that the directors shall manage or supervise the management
of the business and affairs of a corporation...". In practice, as a Board of Directors cannot "manage" a corporation such as Suncor in the sense of directing its day-to-day operations, the overarching
role and legal duty of Suncor's Board of Directors is to "supervise" the management of Suncor's business and affairs. Accordingly, the Board of Directors oversees development of the overall strategic
direction and policy framework for Suncor. This responsibility is discharged through Board oversight of Suncor's management, which is responsible for the day-to-day conduct of the business. The Board,
through the Chief Executive Officer (CEO), sets standards of conduct, including the Corporation's general moral and ethical tone, compliance with applicable laws, standards for financial practices and
reporting, qualitative standards for operations and products and other standards that reflect the views of the Board as to the conduct of the business in the best interests of the Corporation. 



In
general, then, the Board is responsible for the selection, monitoring and evaluation of executive management, and for overseeing the ways in which Suncor's business and affairs are managed. In this
way, the Board assumes responsibility for the stewardship of the Corporation. Specific responsibilities which facilitate the discharge of the Board's stewardship responsibilities include: the
strategic planning process, risk identification and management, ensuring that effective stakeholder communication policies are in place, and ensuring the integrity of internal controls and management
information systems. These responsibilities, and others, are addressed in more detail in the Board's Mandate, comprising Part IV of these Terms of Reference. 



The
Board of Directors discharges its responsibilities with the assistance of Board committees. The committees advise and formulate recommendations to the Board, but do not, except in limited and
specifically identified circumstances, have the authority to approve matters on behalf of the Board of Directors. General guidelines relating to Board committees comprise Part III of these
Terms of Reference. In addition, each committee has a written mandate, setting out the scope of its operations, and its key roles and responsibilities. Position descriptions of the Board Committee
Chairs and the Board Chair set out the related principles, framework and accountabilities for those key roles in Suncor's Board governance. 


The
CEO of Suncor is delegated the responsibility for the day-to-day management of the Corporation and for providing the Corporation with leadership. The CEO discharges these responsibilities by
formulating Corporation policies and proposed actions, and, where appropriate, presenting them to the Board for approval. The Corporation's Management Control Process Policy explicitly identifies
actions which have been specifically delegated to the CEO, and those which are reserved to the Board of Directors. In addition, the Board has plenary power, and has the power to specify and modify the
authority and duties of management as it sees fit with a view to Suncor's best interests and in accordance with current standards. The Act also identifies certain matters which must be considered by
the Board as a whole and may not be delegated to a committee or to management. These matters include: 


	•
	any
submission to the shareholders of a question or matter requiring the approval of the shareholders;



	•
	the
filling of a vacancy among the directors or in the office of the external auditor;



	•
	the
manner of and terms for the issuance of securities;



	•
	the
declaration of dividends;



	•
	the
purchase, redemption or any other form of acquisition of shares issued by the Corporation;



	•
	the
payment of a commission to any person in consideration of the purchase or agreement to purchase shares of the Corporation from the Corporation or from any other person,
or procuring or agreeing to procure purchasers for any such shares;



	•
	the
approval of management proxy circulars;



	•
	the
approval of any take-over bid circular or directors' circular;



	•
	the
approval of the audited annual financial statements of the Corporation; and



	•
	the
adoption, amendment or repeal of by-laws of the Corporation. 



One
of the key stewardship responsibilities of the Board is to approve the Corporation's goals, strategies and plans, and the fundamental objectives and policies within which the business is operated,
and evaluate the performance of executive management. Once the Board has approved the goals, strategies and plans, it acts in a unified and cohesive manner in supporting and guiding the CEO. The CEO
keeps the Board fully informed of the progress of the Corporation toward the achievement of its goals, strategies and plans, in a timely and candid manner, and the Board of Directors continually
evaluates the performance of executive management toward these achievements. 








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Part II: Board Guidelines


The
following have been adopted by the Board as the guidelines applicable to the Board and its operations: 


	•
	These
Terms of Reference for the Board of Directors (which include the Board Guidelines, Committee Guidelines, Board Mandate and Board Forward Agenda, setting out the
important issues that must be addressed by the Board of Directors annually), and the mandates and forward agendas of the Board committees, constitute the charters of the Board and committees
respectively, and are reviewed by the Board annually and updated as deemed appropriate. These charters are supplemented by the position descriptions for the Board Chair and Board Committee Chairs, as
well as the Director Accountability Statement.



	•
	The
CEO is responsible for leading the development of long-range plans for the Corporation, including its goals and strategies. The Board, both directly and through its
committees, participates in discussions of strategy, by responding to and contributing ideas. The Board annually reviews the Corporation's annual business plan (including the annual capital budget),
and in so doing endorses the strategies as reflected in the Corporation's long range plan.



	•
	The
Board believes that the appropriate size for the Board is between 10 and 14 members.



	•
	Directors
stand for re-election annually.



	•
	The
Board maintains a Mandatory Retirement and Change of Circumstance Policy and reviews the policy periodically to ensure it continues to serve the Corporation's best
interests. The Board maintains a policy permitting directors to retain outside advisors at the expense of the Corporation, subject to the written approval of any of the Board Chair, the Chair of the
committee proposing to retain outside advisors, or the Governance Committee. In exercising their approval authority, the Board Chair, Board Committee Chair or Governance Committee, as the case may be,
will establish, on a case by case basis, reasonable monetary limits and other controls as deemed appropriate.



	•
	In
order to support the alignment of Directors' interests with those of Suncor's shareholders, Directors shall own during the term of their directorship within five years of
being appointed or elected to the Board, a minimum value of Suncor common shares, DSUs or any combination thereof, as determined annually by the Governance Committee.



	•
	The
Board should be comprised of a majority of independent directors. The Board has defined an independent director in written independence criteria, based on definitions
under applicable law(1). On an annual basis, the Board of Directors shall consider and affirmatively determine whether each individual director is independent, in accordance with
the criteria.



	•
	The
membership of the CEO on the Board of Directors is valuable and conducive to effective decision making. However, there should be no more than three
inside(2) directors on the Board of Directors.



	•
	The
Board supports the separation of the role of Chair from the role of CEO.



	•
	The
Board will evaluate the performance of the CEO at least annually. The evaluation will be based on criteria which includes the performance of the business and the
accomplishment of CEO's qualitative and quantitative objectives as established at the beginning of each fiscal year of the Corporation, and the creation and fostering within the Corporation of a
culture of integrity.



	•
	The
Board Chair will work with the CEO to establish the agenda for each Board meeting. Each Board member is free to suggest the inclusion of items on the agenda. Whenever
feasible, important issues should be dealt with over the course of two meetings. The first such meeting would allow for a thorough briefing of the Board, and the second would allow for final
discussion and a decision.



	•
	The
Board will hold at least five meetings per year, one of which shall be principally devoted to strategy. An additional meeting shall be scheduled for approval of the
annual proxy circular, annual information form and other annual disclosure documents, as necessary.



	•
	Whenever
feasible, the Board will receive materials at least one full weekend in advance of meetings. Presentations on specific subjects at Board meetings will only briefly
summarize the material sent so discussion at the meeting can focus on questions and issues. Directors are expected to have reviewed these materials prior to attendance at Board and committee meetings,
and are expected to be prepared to engage in meaningful discussion and provide considered, constructive and thoughtful feedback and commentary at meetings. 






	(1)
	Suncor's
corporate governance practices reflect applicable rules and guidelines adopted by the Canadian Securities Administrators (the "Canadian Requirements") and the
U.S. Securities and Exchange Commission ("SEC"), including applicable rules adopted by the SEC to give effect to the provisions of the Sarbanes-Oxley Act of 2002 (collectively, the "SEC
Requirements").



	(2)
	An
inside director is an officer (other than an officer serving as such in a non-executive capacity) or employee of the Corporation. 









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	•
	Board
meeting dates will be established sufficiently in advance (at least one year and longer if practical) to minimize conflict with other commitments on Directors'
schedules. Directors are accordingly expected to make every reasonable effort to attend all meetings of the Board and its committees, if not in person then by telephone.



	•
	While
the Board does not restrict the number of public company boards that a director may serve on, each director should ensure that he or she is able to devote sufficient
time and energy to carrying out their duties effectively.



	•
	The
Board encourages the CEO to bring other executives into Board meetings. The presence of such executives is expected to bring additional insights into the discussions,
because of the executives' personal involvement in, and knowledge of, specific agenda items. The benefit of exposing the Board to other executives, for succession planning and career development
purposes, is recognized.



	•
	The
Board is responsible for selecting its own members, and for assessing the performance of individual directors, as well as the effectiveness of Board committees and the
Board of Directors as a whole. The Board delegates management of the selection processes to the Governance Committee. The selection process includes consideration of the competencies and skills the
Board, as a whole, should possess, against those of existing directors, and a consideration of the competencies and skills each new nominee will bring to the Board, as well as their ability to devote
sufficient time and attention to fulfilling the role of director. Board members should also represent a diversity of backgrounds, experience and skills. The Board has adopted a Board Diversity Policy
and a Selection Process for New Members Policy, which support this principle and ensure that diversity is a consideration in director selection. The Board ultimately determines nominees that
will be included in the Corporation's management proxy circular.



	•
	The
outgoing Chair of the Board, or in the absence of the outgoing Chair, a director elected by resolution of the Board, shall manage the process of selecting a new Chair by
seeking nominations, determining the willingness of each nominee to take on the role of Chair of the Board, and preside over the selection process.



	•
	Succession
and management development plans will be reviewed by the Human Resources & Compensation Committee, and reported on annually to the Board.



	•
	During
each Board meeting, the Board of Directors shall meet on an "in camera" basis without management. Such in camera meetings shall be presided over by the independent
Board Chair. In addition, at least once annually, the independent directors will meet in the absence of both management and non-independent directors.



	•
	At
least once annually, the Board will visit a Suncor location other than Calgary. The purpose is to facilitate continual exposure of Board members to the Corporation's
operations and the communities in which they are carried out. 









 Part III: Committee Guidelines


	•
	The
Board has four standing committees: the Audit Committee, the Governance Committee, the Human Resources and Compensation Committee ("HR&CC"), and the Environment, Health,
Safety & Sustainable Development Committee ("EHS&SD"). From time to time the Board may create ad hoc committees to examine specific issues on behalf of the Board. Each standing committee
maintains a written mandate and reviews that mandate annually. Any recommendations to amend committee mandates are reviewed by the Governance Committee for recommendation to the Board
of Directors.



	•
	The
Governance Committee, with input from the Board Chair, plans Board committee appointments (including the designation of a committee Chair) for recommendation to and
appointment by the Board. The committees shall be reconstituted annually following the annual general meeting at which directors are elected by the shareholders of the Corporation. In accordance with
the Corporation's By-laws, unless otherwise determined by resolution of the Board of Directors, a majority of the members of a committee shall constitute a quorum for meetings of committees.



	•
	Each
committee shall be comprised of a minimum of three and a maximum of six directors. Each committee shall have a non-member Secretary who may be a member of management of
the Corporation. The Chair of each committee, in consultation with the committee Secretary, shall determine the agenda for each committee meeting.



	•
	The
Board supports the principle that committee Chairs should be rotated regularly while preserving continuity.



	•
	Except
where otherwise specified in these terms of reference or in the Corporation's By-laws, each 








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committee
shall have the power to determine its own rules of procedure. 



	•
	The
Audit Committee will consist entirely of outside, independent(3) directors. In addition, all members of the Audit committee must be, in the judgment of the
Board of the Directors, financially literate(4), and at least one member of the Audit Committee must be an audit committee financial expert(5).



	•
	In
general, Audit Committee members will not simultaneously be members of the Audit Committee of more than two other public companies, unless the Board of Directors
affirmatively determines that simultaneous service on a greater number of audit committees would not impair the member's ability to effectively serve on Suncor's Audit Committee. Any such
determination by the Board of Directors shall be disclosed in the Corporation's management proxy circular.



	•
	The
HR&CC will consist entirely of outside, independent directors.



	•
	The
Governance Committee shall consist entirely of outside, independent directors.



	•
	The
Board Chair, by standing invitation, is considered an ex-officio of the Board standing committees of which he or she is not a listed member.



	•
	During
each committee meeting, the committee shall meet on an "in camera" basis without management. Such in camera meetings shall be presided over by the Chair of the
committee, if an independent director, or other committee member who is an independent director, as selected by the independent directors on the committee. 










 Part IV: Mandate of the Board of Directors








Goals of the Board. The major goals and
responsibilities of the Board are to: 


	•
	Establish
policy direction and the fundamental objectives of the Corporation;



	•
	Supervise
the management of the business and affairs of Suncor;



	•
	Ensure
the Corporation has an effective strategic planning process;



	•
	Identify
the principal risks of Suncor's business, and ensure that there are systems in place to effectively monitor, manage and mitigate these risks;



	•
	Annually
endorse the strategies reflected in Suncor's long range plan, which takes into account, among other things, the opportunities and risks of the Corporation's
business;



	•
	Protect
and enhance the assets of the owners of the Corporation and look after their interests in general;



	•
	Ensure
the continuity of the Corporation by assuming responsibility for the appointment of and succession to the office of the CEO, enforcing the articles and by-laws and by
seeing that an effective Board is maintained;



	•
	Make
certain decisions that are not delegable, such as the declaration of dividends; and



	•
	Provide
leadership and direction for the Corporation in establishing and maintaining a high standard of corporate ethics and integrity. 









Major Duties. The major duties of the Board are to: 


	1.
	Foster
the long-term success of Suncor. Commit to the enterprise and acknowledge that the best interests of Suncor and its shareholders must prevail over any individual business
interests of the members of the Board. Represent and safeguard the interests of all shareholders while recognizing that the interests of employees, customers, suppliers, and especially the general
public must also be taken into account for the enterprise to continue being able to serve its owners. Monitor and work to improve return on, security of, and prospects for enhancement of the value of
shareholder investment.



	2.
	Determine
and control in broad terms the purposes, goals, activities and general characteristics of Suncor. These duties range from establishing objectives, scope of operations, and
fundamental strategies and policies and annually approving Suncor's capital budget and endorsing the strategies reflected in its long range plan, to declaring dividends, approving major capital
investments, mergers and acquisitions, the issuance or retirement of stock, and other specific actions that are likely to have a substantial effect on the Corporation or that the Board is legally
required to take. 






	(3)
	See
note 1



	(4)
	See
Appendix A



	(5)
	See
Appendix A 









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INC. MANAGEMENT PROXY CIRCULAR 2016







 
	3.
	Review
with management the mission of the Corporation, its objectives and goals, and the strategies whereby it proposes to achieve them. Monitor the Corporation's progress toward its
goals and plans, and assume responsibility to revise and alter the Corporation's direction where warranted.



	4.
	Appoint
a CEO, monitor and evaluate his or her performance, provide for adequate succession to that position, and replace the CEO when appropriate. Appoint as well the other officers
of the Corporation, and in respect of the senior officers, monitor their performance, that there is adequate succession to their positions, and that they are replaced when appropriate.



	5.
	Ensure
that the CEO is providing for achievement of acceptable current financial results relative to corporate objectives, budgets, and the economic environment, and the development of
resources necessary to future success. These resources include:



	•
	management
competence, organization and depth;



	•
	technology
in exploration, production, mining, manufacturing, product design and product application;



	•
	fixed
assets;



	•
	marketing
capability – customer loyalty, distribution organization, market knowledge and so on;



	•
	work
force and employee relations;



	•
	financial
resources, including relations with the financial community; and



	•
	reputation.






	6.
	Establish
an overall compensation policy for the Corporation and monitor its implementation with special attention devoted to the executive group. Review the policy from time to time
to ensure that it continues to be appropriate.



	7.
	Oversee
corporate financial operations, including:



	•
	capital
structure management, maintaining reasonable financial flexibility and safety while achieving an appropriate return on equity;



	•
	financial
results reporting;



	•
	allocation
of assets, providing for investment in areas of higher return and maintaining capital discipline;



	•
	maintaining
access to suitable sources of capital;



	•
	pension
funds and other major employee benefit programs;



	•
	dividend
pay-out policy and action;



	•
	selection
of outside auditors for approval by the shareholders; and



	•
	insurance.






	8.
	Identify
the principal risks of the Corporation's business and ensure implementation and monitoring of systems to effectively manage and mitigate these risks.



	9.
	Ensure
that processes are in place to monitor and maintain the integrity of the Corporation's internal control and management information systems.



	10.
	Ensure
that the Corporation has in place appropriate environmental, health and safety policies, having regard to legal, industry and community standards, and ensure implementation of
management systems to monitor the effectiveness of those policies.



	11.
	Ensure
that systems are in place for communication and relations with stakeholder groups, including, but not limited to, shareholders, the investing public, government, employees, the
financial community, and the communities in which Suncor operates. Ensure that measures are in place for receiving feedback from stakeholders, including toll free telephone and internet email
communication channels that are adequately resourced to respond to appropriate enquiries. Monitor system effectiveness and significant sensitive and legally required communications.



	12.
	Ensure
that the Corporation has systems in place which accommodate stakeholder feedback.



	13.
	Collectively
and individually respond constructively to requests for advice and assistance from the CEO. Provide leadership and policy direction to management with a view to
establishing and maintaining a high standard of legal and ethical conduct for the Corporation, by:



	•
	taking
reasonable steps to ensure that Suncor complies with applicable laws and regulations and with its constating documents, including its Articles and By-laws, and
operates to high ethical and moral standards – being on the alert for and sensitive to situations that could be considered illegal, unethical or improper, and
taking corrective steps;



	•
	establishing
the means of monitoring performance in this area with assistance of legal counsel;



	•
	approving
and monitoring compliance with key policies and procedures by which the Corporation is operated; complying with the legal requirements, including those pursuant to
the Canada Business Corporations Act, applicable to corporate boards of directors, including, without limitation, the duty to act honestly and in good faith with a view to the best interests of the
Corporation, and the duty to exercise the care, diligence and skill that reasonably prudent people exercise in comparable circumstances. 











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	14.
	Manage
Board operations, including, without limitation:



	•
	subject
to any required shareholder approval, fix the size of the Board, review its composition and, when appropriate, identify new nominees to the Board;



	•
	select
a Board Chair, appropriate committees and Committee Chairs;



	•
	define
the duties of the Chairs of the Board and the committees;



	•
	determine
when and where the Board meets;



	•
	influence
the structuring of agendas and how meeting time is spent; and



	•
	meet
legal requirements with respect to corporate administration. 












H-6   SUNCOR ENERGY
INC. MANAGEMENT PROXY CIRCULAR 2016













 





  





APPENDIX A TO THE TERMS OF REFERENCE – FINANCIAL
LITERACY AND EXPERTISE


For
the purpose of making appointments to the Corporation's Audit Committee, and in addition to the independence requirements, all Directors nominated to the Audit Committee must meet the test of
Financial Literacy as determined in the judgment of the Board of Directors. Also, at least one director so nominated must meet the test of Financial Expert as determined in the judgment of the Board
of Directors. 








Financial Literacy


Financial Literacy can be generally defined as the ability to read and understand a balance sheet, an income statement and a cash flow statement. In assessing a potential
appointee's level of Financial Literacy the Board of Directors must evaluate the totality of the individual's education and experience including: 


	•
	The
level of the person's accounting or financial education, including whether the person has earned an advanced degree in finance or accounting;



	•
	Whether
the person is a professional accountant, or the equivalent, in good standing, and the length of time that the person actively has practiced as a professional
accountant, or the equivalent;



	•
	Whether
the person is certified or otherwise identified as having accounting or financial experience by a recognized private body that establishes and administers standards
in respect of such expertise, whether that person is in good standing with the recognized private body, and the length of time that the person has been actively certified or identified as having
this expertise;



	•
	Whether
the person has served as a principal financial officer, controller or principal accounting officer of a company that, at the time the person held such position, was
required to file reports pursuant to securities laws, and if so, for how long;



	•
	The
person's specific duties while serving as a public accountant, auditor, principal financial officer, controller, principal accounting officer or position involving the
performance of similar functions;



	•
	The
person's level of familiarity and experience with all applicable laws and regulations regarding the preparation of financial statements that must be included in reports
filed under securities laws;



	•
	The
level and amount of the person's direct experience reviewing, preparing, auditing or analyzing financial statements that must be included in reports filed under
provisions of securities laws;



	•
	The
person's past or current membership on one or more audit committees of companies that, at the time the person held such membership, were required to file reports
pursuant to provisions of securities laws;



	•
	The
person's level of familiarity and experience with the use and analysis of financial statements of public companies; and



	•
	Whether
the person has any other relevant qualifications or experience that would assist him or her in understanding and evaluating the Corporation's financial statements
and other financial information and to make knowledgeable and thorough inquiries whether:



	•
	The
financial statements fairly present the financial condition, results of operations and cash flows of the Corporation in accordance with generally accepted accounting
principles; and



	•
	The
financial statements and other financial information, taken together, fairly present the financial condition, results of operations and cash flows of the Corporation. 












Audit Committee Financial Expert


An "Audit Committee Financial Expert" means a person who in the judgment of the Corporation's Board of Directors, has following attributes: 


	a.
	an
understanding of Canadian generally accepted accounting principles and financial statements;



	b.
	the
ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;



	c.
	experience
preparing, auditing or analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the
breadth and complexity of issues that can reasonably be expected to be raised by Suncor's financial statements, or experience actively supervising one or more persons engaged in such activities;



	d.
	an
understanding of internal controls and procedures for financial reporting; and



	e.
	an
understanding of audit committee functions. 



A
person shall have acquired the attributes referred to in items (a) through (e) inclusive above through: 


	a.
	education
and experience as a principal financial officers, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve
the performance of similar functions;



	b.
	experience
actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;



	c.
	experience
overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or



	d.
	other
relevant experience. 








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2016   





H-7












	 
	 
	 
	 
	 
	 
	 
	 
	 
	 





If you are looking for Suncor's 2015 annual report and you haven't

received it in the mail, you may not have confirmed you wanted to

receive it. Our 2015 annual report is available electronically on

Suncor's web site at www.suncor.com. Or if you would like to

receive a printed copy, please call 1 800 558 9071. 



	 
	 
	 
	 
	 
	 
	 
	 
	 
	 







  








Suncor Energy Inc.

150 - 6 Avenue S.W., Calgary, Alberta, Canada T2P 3E3

T: 403 296 8000









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Exhibit 4.4