Board Of Directors

The Board of Directors of Syncrude is responsible for providing general oversight and direction to the corporation. The Board of Directors takes seriously its duties and responsibilities and is of the view that the processes and procedures supporting those responsibilities are comprehensive, effective and consistent with generally accepted standards of Canadian corporate governance. The whole Board meets at least twice annually and fulfills all statutory and other legal requirements that have not been delegated to the Committees of the Board.

There are four Committees of the Board, which meet on a more frequent basis: Safety, Health, Environment & Corporate Sustainability Committee; Audit & Pension Committee; and Human Resources & Compensation Committee. The Board and its Committees are comprised of Directors appointed by the Shareholders of the Corporation.

Safety, Health, Environment & Corporate Sustainability Committee

The Safety, Health, Environment & Corporate Sustainability Committee assists the Board in fulfilling its responsibilities to provide oversight, guidance and direction in respect of the Corporation‘s safety, health, environment, corporate sustainability and security policies, practices and compliance systems, including:

• Reviewing and approving the Corporation‘s Safety, Health & Environment Policy and significant revisions to that policy and the principal programs, systems processes supporting it;
• Reviewing, assessing and approving the Corporation‘s processes for selection, preparation and disclosure of sustainability performance criteria and sustainability targets and measures as well as the programs and initiatives to address sustainability objectives and issues;
• Monitoring and assessing the Corporation‘s performance against its Safety, Health & Environment Policy, procedures, standards and related requirements by receiving and reviewing regular and special reports from the Corporation regarding such performance;
• Confirming that the Corporation has implemented and continues to maintain and audit appropriate policies, procedures, controls and due diligence systems with respect to safety, health, environment and security requirements and issues including, without limitation, compliance with all applicable laws and approvals, appropriate plans and responses to deal with emerging issues or trends and adherence to procedures for notifying regulators as well as the Board and Management Committee of the Syncrude Project of any reportable incidents; and
• To review reclamation and closure plans and receive updates on reclamation activities, including tailings management.

Audit & Pension Committee

The Audit & Pension Committee assists the Board in fulfilling its responsibilities to provide oversight, guidance and direction in respect of the Corporation‘s internal business controls and management systems for financial accounting, reporting and disclosure as well as the financial administration and management of the Retirement Plan for the Employees of Syncrude Canada Ltd. (“Retirement Plan”) and associated assets (“Fund”), arising under the Employment Pension Plans Act (“Act”), including:

• Reviewing the adequacy of the Corporation‘s internal control systems and processes and accounting principles and practices;
• Reviewing the scope and findings of external and internal audits, including serious irregularities and general trends of concern;
• Reviewing and endorsing for the Board‘s approval, all annual financial statements of the Corporation and Retirement Plan;
• Overseeing the investment of the Fund and monitoring its performance and compliance with the Statement of Investment Policies and Procedures (“SIPP”);
• Reviewing and approving the SIPP, Governance Policy and Funding Policy in respect of the Plan and Fund in accordance with the Act; and
• Approving the appointment of the actuary for the Plan and trustee and custodian of the Fund and reviewing and approving financial assumptions and actuarial valuations of the Fund.

Human Resources & Compensation Committee

The Human Resources & Compensation Committee assists the Board in fulfilling its responsibilities to provide oversight, guidance and direction in respect of the Corporation‘s principal compensation and benefit programs and human resource policies and succession plans, including:

• Reviewing and approving annual adjustments to the salaries and benefits of the Corporation‘s employees;
• Reviewing and approving principal human resource policies and programs of the Corporation and significant changes thereto and to provide advice and direction on major human resource issues;
• Approving changes in any benefit plan texts, including the Retirement Plan and any post-retirement pension payment adjustments and adhoc increases that require Board approval; and
• To review and approve significant changes to Syncrude‘s management structure and senior management succession plans and to provide guidance on significant issues regarding those matters

CEO Committee

The CEO Committee assists the Board in providing corporate direction and oversight for the Corporation's business and strategic plans and specific matters pertaining to its executive management team, including reviewing and endorsing the long-term strategic plan of the Syncrude Project and the business plans of the Corporation.

Management Committee

The Management Committee is the governing body of the Syncrude Project, a joint venture. Each joint venture Participant of the Syncrude Project appoints two representatives to the Management Committee, which meets regularly. Generally speaking, the Management Committee primarily deals with significant operating and strategic issues and opportunities impacting the value, return, business risk, and growth and development of the assets comprising the Syncrude Project. The weight assigned to each Participant‘s vote through the Management Committee is proportionate to its percentage interest in the Syncrude Project.

The Management Committee reviews and approves the strategic plans, business plans, annual budget and major capital appropriations developed by Syncrude, as operator of the Syncrude Project. In addition, it reviews overall performance, both operationally and financially.

The Management Committee is chaired by one of its members. The current Chair is Ryan Kubik, Chief Executive Officer of Canadian Oil Sands Limited.

The Management Committee has established the Operations & Strategy Subcommittee (“OSSC”) to support it, Syncrude and the Participants.

Operations Subcommittee

The OSSC provides the initial and more detailed review of matters being directed to the Management Committee for decision by Syncrude. It also assists Syncrude on matters for which it is seeking guidance, input or support from the Participants. The oversight responsibilities of the OSSC includes:

• Reviewing and endorsing Syncrude‘s Business Plan, Annual Budget, R&D Technology Development Plan and strategic plans;
• Reviewing and endorsing major capital project work programs and other planned capital expenditures and monitoring performance of Syncrude‘s major capital project execution;
• Reviewing and endorsing growth development and lease optimization opportunities; and
• Reviewing and monitoring Syncrude‘s regular stewardship reports and operating performance, including cost and plant reliability.

Code of Ethics and Business Conduct

Syncrude has a Code of Ethics and several other core Business Conduct policies that are designed to foster a high level of ethical conduct expected by our employees and contractors. The Corporation stewards the application of these policies and reports regularly to the Audit and Pension Committee and its officers and makes quarterly and annual representations to the Board to confirm compliance. In addition to internal processes, Syncrude has an external system for the reporting of concerns about corporate conduct. Employees, contractors and members of the public may file their concerns anonymously and confidentially through EthicsPoint, www.ethicspoint.com or 1.800.493.1866. This information is available internally and through Syncrude’s external website at www.syncrude.ca.