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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.
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:
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:
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:
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.
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.
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:
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.