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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Suncor Energy Inc. 40-F 12/31/23 160:29M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 40-F Annual Report by a Canadian Issuer HTML 467K
2: EX-97 Clawback Policy re: Recovery of Erroneously HTML 59K
Awarded Compensation
3: EX-99.1 Miscellaneous Exhibit HTML 2.55M
12: EX-99.10 Miscellaneous Exhibit HTML 411K
4: EX-99.2 Miscellaneous Exhibit HTML 3.84M
5: EX-99.3 Miscellaneous Exhibit HTML 2.91M
6: EX-99.4 Miscellaneous Exhibit HTML 41K
7: EX-99.5 Miscellaneous Exhibit HTML 46K
8: EX-99.6 Miscellaneous Exhibit HTML 46K
9: EX-99.7 Miscellaneous Exhibit HTML 46K
10: EX-99.8 Miscellaneous Exhibit HTML 42K
11: EX-99.9 Miscellaneous Exhibit HTML 42K
18: R1 Document and Entity Information HTML 111K
19: R2 Consolidated Statements of Comprehensive Income HTML 109K
20: R3 Consolidated Balance Sheets HTML 103K
21: R4 Consolidated Statements of Cash Flows HTML 124K
22: R5 Consolidated Statements of Changes in Equity HTML 85K
23: R6 Consolidated Statements of Changes in Equity HTML 42K
(Parenthetical)
24: R7 Reporting Entity and Description of the Business HTML 43K
25: R8 Basis of Preparation HTML 44K
26: R9 Summary of Material Accounting Policies HTML 71K
27: R10 Significant Accounting Estimates and Judgments HTML 53K
28: R11 New IFRS Standards HTML 45K
29: R12 Segmented Information HTML 340K
30: R13 Other Income (Loss) HTML 65K
31: R14 Operating, Selling and General Expense HTML 57K
32: R15 Financing Expenses HTML 65K
33: R16 Income Taxes HTML 154K
34: R17 Earnings per Common Share HTML 64K
35: R18 Cash and Cash Equivalents HTML 52K
36: R19 Supplemental Cash Flow Information HTML 252K
37: R20 Inventories HTML 59K
38: R21 Property, Plant and Equipment HTML 176K
39: R22 Asset Transactions and Impairments HTML 126K
40: R23 Right-of-Use Assets and Leases HTML 98K
41: R24 Exploration and Evaluation Assets HTML 59K
42: R25 Other Assets HTML 59K
43: R26 Goodwill and Other Intangible Assets HTML 80K
44: R27 Debt and Credit Facilities HTML 157K
45: R28 Other Long Term Liabilities HTML 64K
46: R29 Pensions and Other Post Retirement Benefits HTML 317K
47: R30 Provisions HTML 136K
48: R31 Share Capital HTML 77K
49: R32 Share Based Compensation HTML 249K
50: R33 Financial Instruments and Risk Management HTML 206K
51: R34 Capital Structure Financial Policies HTML 90K
52: R35 Joint Arrangements HTML 129K
53: R36 Subsidiaries HTML 55K
54: R37 Related Party Disclosures HTML 68K
55: R38 Commitments, Contingencies and Guarantees HTML 92K
56: R39 Assets Held for Sale HTML 74K
57: R40 Summary of Significant Accounting Policies HTML 96K
(Policies)
58: R41 Summary of Significant Accounting Policies HTML 47K
(Tables)
59: R42 Segmented Information (Tables) HTML 338K
60: R43 Other Income (Loss) (Tables) HTML 64K
61: R44 Operating, Selling and General Expense (Tables) HTML 56K
62: R45 Financing Expenses (Tables) HTML 65K
63: R46 Income Taxes (Tables) HTML 160K
64: R47 Earnings per Common Share (Tables) HTML 64K
65: R48 Cash and Cash Equivalents (Tables) HTML 52K
66: R49 Supplemental Cash Flow Information (Tables) HTML 252K
67: R50 Inventories (Tables) HTML 59K
68: R51 Property, Plant and Equipment (Tables) HTML 175K
69: R52 Asset Transactions and Impairments (Tables) HTML 97K
70: R53 Right-of-Use Assets and Leases (Tables) HTML 95K
71: R54 Exploration and Evaluation Assets (Tables) HTML 58K
72: R55 Other Assets (Tables) HTML 58K
73: R56 Goodwill and Other Intangible Assets (Tables) HTML 78K
74: R57 Debt and Credit Facilities (Tables) HTML 147K
75: R58 Other Long Term Liabilities (Tables) HTML 63K
76: R59 Pensions and Other Post Retirement Benefits HTML 317K
(Tables)
77: R60 Provisions (Tables) HTML 136K
78: R61 Share Capital (Tables) HTML 73K
79: R62 Share Based Compensation (Tables) HTML 260K
80: R63 Financial Instruments and Risk Management (Tables) HTML 196K
81: R64 Capital Structure Financial Policies (Tables) HTML 87K
82: R65 Joint Arrangements (Tables) HTML 130K
83: R66 Subsidiaries (Tables) HTML 55K
84: R67 Related Party Disclosures (Tables) HTML 69K
85: R68 Commitments, Contingencies and Guarantees (Tables) HTML 87K
86: R69 Assets Held for Sale (Tables) HTML 74K
87: R70 Summary of Significant Accounting Policies - HTML 65K
Expected useful lives of PP&E (Details)
88: R71 Segmented Information - Summary (Details) HTML 130K
89: R72 Segmented Information - Disaggregation of Revenue HTML 87K
(Details)
90: R73 Segmented Information - Geographical information HTML 51K
(Details)
91: R74 Other Income (Loss) (Details) HTML 73K
92: R75 Operating, Selling and General Expense (Details) HTML 53K
93: R76 Financing Expenses (Details) HTML 64K
94: R77 Income Taxes - Income Tax Expense (Recovery) HTML 58K
(Details)
95: R78 Income Taxes - Reconciliation of Effective Tax HTML 75K
Rate (Details)
96: R79 Income Taxes - Deferred Income Tax Balances HTML 59K
(Details)
97: R80 Income Taxes - Change in Deferred Income Tax HTML 49K
Balances (Details)
98: R81 Income Taxes - Deferred Tax in Shareholders' HTML 53K
Equity (Details)
99: R82 Earnings per Common Share (Details) HTML 57K
100: R83 Cash and Cash Equivalents (Details) HTML 46K
101: R84 Supplemental Cash Flow Information - Changes in HTML 58K
non cash working capital (Details)
102: R85 Supplemental Cash Flow Information - HTML 101K
Reconciliation of movements of liabilities to cash
flows (Details)
103: R86 Inventories (Details) HTML 57K
104: R87 Property, Plant and Equipment - Summary (Details) HTML 93K
105: R88 Property, Plant and Equipment - by segment HTML 70K
(Details)
106: R89 Asset Transactions and Impairments - Forest Hills HTML 145K
(Details)
107: R90 Asset Transactions and Impairments - TotalEnergies HTML 107K
EP Canada Ltd (Details)
108: R91 Asset Transactions and Impairments - United HTML 48K
Kingdom Operations (Details)
109: R92 Asset Transactions and Impairments - Wind and HTML 46K
Solar Assets (Details)
110: R93 Asset Transactions and Impairments - White Rose HTML 75K
assets (Details)
111: R94 Asset Transactions and Impairments - Norway assets HTML 57K
(Details)
112: R95 Right-of-Use Assets and Leases - ROU assets within HTML 47K
Property, Plant and Equipment (Details)
113: R96 Right-of-Use Assets and Leases - ROU assets by HTML 60K
asset class (Details)
114: R97 Right-of-Use Assets and Leases - Other Lease HTML 43K
Disclosures (Details)
115: R98 Exploration and Evaluation Assets (Details) HTML 59K
116: R99 Other Assets (Details) HTML 52K
117: R100 Goodwill and Other Intangible Assets - Changes HTML 69K
(Details)
118: R101 Goodwill and Other Intangible Assets - Goodwill HTML 64K
Impairment (Details)
119: R102 Debt and Credit Facilities - Short-Term Debt HTML 53K
(Details)
120: R103 Debt and Credit Facilities - Long-Term Debt HTML 239K
(Details)
121: R104 Debt and Credit Facilities - Scheduled Debt HTML 54K
Repayments (Details)
122: R105 Debt and Credit Facilities - Credit Facilities HTML 54K
(Details)
123: R106 Other Long Term Liabilities (Details) HTML 65K
124: R107 Pensions and Other Post Retirement Benefits HTML 116K
(Details)
125: R108 Pensions and Other Post Retirement Benefits - HTML 47K
Defined benefit asset (Liability) (Details)
126: R109 Pensions and Other Post Retirement Benefits - HTML 80K
Expenses (Details)
127: R110 Pensions and Other Post Retirement Benefits - HTML 72K
Actuarial assumptions (Details)
128: R111 Pensions and Other Post Retirement Benefits - Plan HTML 48K
Assets and Investment Objectives (Details)
129: R112 Provisions - Changes (Details) HTML 87K
130: R113 Provisions - By classification (Details) HTML 54K
131: R114 Provisions - Sensitivities (Details) HTML 46K
132: R115 Share Capital - Normal Course Issuer Bid (Details) HTML 71K
133: R116 Share Capital - Share repurchases (Details) HTML 52K
134: R117 Share Based Compensation - Expense (Details) HTML 47K
135: R118 Share Based Compensation - Liability (Details) HTML 49K
136: R119 Share Based Compensation - Assumptions used to HTML 57K
value stock options (Details)
137: R120 Share Based Compensation - Stock Option Activity HTML 65K
(Details)
138: R121 Share Based Compensation - Exercise price ranges HTML 104K
(Details)
139: R122 Share Based Compensation - Share Unit Plans HTML 87K
(Details)
140: R123 Share Based Compensation - Stock Appreciation HTML 73K
Rights (Details)
141: R124 Financial Instruments and Risk Management - Non HTML 56K
Derivative Financial Instruments (Details)
142: R125 Financial Instruments and Risk Management - Non HTML 49K
Designated Derivative Financial Instruments
(Details)
143: R126 Financial Instruments and Risk Management - Fair HTML 58K
Value Hierarchy (Details)
144: R127 Financial Instruments and Risk Management - HTML 55K
Offsetting Financial Assets (Details)
145: R128 Financial Instruments and Risk Management - HTML 55K
Offsetting Financial Liabilities (Details)
146: R129 Financial Instruments and Risk Management - Market HTML 68K
Risk (Details)
147: R130 Financial Instruments and Risk Management - HTML 84K
Liquidity Risk (Details)
148: R131 Financial Instruments and Risk Management - Credit HTML 43K
Risk (Details)
149: R132 Capital Structure Financial Policies (Details) HTML 80K
150: R133 Joint Arrangements - Joint Operations (Details) HTML 82K
151: R134 Joint Arrangements - Joint Ventures and Associates HTML 55K
(Details)
152: R135 Subsidiaries (Details) HTML 46K
153: R136 Related Party Disclosures (Details) HTML 64K
154: R137 Commitments, Contingencies and Guarantees HTML 68K
(Details)
155: R138 Assets Held for Sale (Details) HTML 67K
157: XML IDEA XML File -- Filing Summary XML 296K
160: XML XBRL Instance -- su-20231231x40f_htm XML 7.55M
156: EXCEL IDEA Workbook of Financial Report Info XLSX 304K
14: EX-101.CAL XBRL Calculations -- su-20231231_cal XML 327K
15: EX-101.DEF XBRL Definitions -- su-20231231_def XML 1.44M
16: EX-101.LAB XBRL Labels -- su-20231231_lab XML 2.79M
17: EX-101.PRE XBRL Presentations -- su-20231231_pre XML 2.07M
13: EX-101.SCH XBRL Schema -- su-20231231 XSD 519K
158: JSON XBRL Instance as JSON Data -- MetaLinks 664± 1.05M
159: ZIP XBRL Zipped Folder -- 0001558370-24-003724-xbrl Zip 1.12M
Exhibit 97
| EXECUTIVE COMPENSATION CLAWBACK POLICY |
I. | BACKGROUND |
The board of directors (the “Board”) of Suncor Energy Inc. (“Suncor” or the “Company”) has adopted this Executive Compensation Clawback Policy (the “Policy”) in accordance with Securities and Exchange Commission (“SEC”) rules, the Sarbanes-Oxley Act of 2002, and the New York Stock Exchange (“NYSE”) listing requirements.
II. | APPLICATION OF POLICY |
This Policy applies in the event of any restatement (“Restatement”) of Suncor’s financial results due to its material non-compliance with financial reporting requirements under applicable securities laws.1 This Policy does not apply to restatements that are not caused by non-compliance with financial reporting requirements, including but not limited to, a retrospective: (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; (5) adjustment to provision amounts in connection with a prior business combination; and (6) revision for stock splits, reverse stock splits, dividends or other changes in capital structure.
III. | EXECUTIVE OFFICERS SUBJECT TO THE POLICY |
This Policy applies to the executive officers of Suncor. This includes the Company’s current or former President, Chief Executive Officer, Chief Financial Officer, Vice-President and Controller, any Executive or Senior Vice-President of Suncor in charge of a principal business unit, division or function, and any other current or former officer or person who performs a significant policy-making function for Suncor Energy Inc. including executive officers of the Company’s subsidiaries if they perform a significant policy-making function for Suncor Energy Inc. (the “Executive Officers”).
For the purposes of this Policy, as at the date of approval, the Executive Officers comprise the Chief Executive Officer, Chief Financial Officer, all Executive and Senior Vice-Presidents who report to the Chief Executive Officer, and the Vice-President and Controller.
IV. | COMPENSATION SUBJECT TO THE POLICY |
This Policy applies to any incentive-based compensation received by an Executive Officer during the period (the “Clawback Period”) consisting of any of the three completed fiscal years immediately preceding: (1) the date that the Board (or Audit Committee) concludes, or reasonably should have concluded, that Suncor is required to prepare a Restatement; or (2) the date that a court, regulator, or other legally authorized body directs Suncor to prepare a Restatement.
1 | This includes both: (i) restatements to correct a material error to previously issued financial statements; and (ii) restatements to correct errors that are not material to previously issued financial statements but would result in a material misstatement if: (a) the errors were left uncorrected in the current report; or (b) the error correction was recognized in the current period. |
| EXECUTIVE COMPENSATION CLAWBACK POLICY |
This Policy covers all incentive-based compensation (including any cash or equity compensation) that is granted, earned or vested based wholly or in part upon the attainment of any “financial reporting measure”. Financial reporting measures are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measures derived wholly or in part from such financial information (including non-GAAP measures, stock price and total shareholder return). Incentive-based compensation is deemed “received” in the fiscal period during which the applicable financial reporting measure (as specified in the terms of the award) is attained, even if the payment or grant occurs after the end of that fiscal period.
Incentive-based compensation does not include annual base salary, compensation which is awarded based solely on service to Suncor (e.g. a time-vested award, including time-vested stock options or restricted share units), nor does it include compensation which is awarded based on subjective standards, strategic measures (e.g. completion of a merger) or operational measures (e.g. attainment of a certain market share).
V. | AMOUNT REQUIRED TO BE REPAID PURSUANT TO THIS POLICY |
The amount of incentive-based compensation that must be repaid (subject to the limitations discussed below) is the amount of incentive-based compensation received by the Executive Officer that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the Restatement (the “Recoverable Amount”).
After a Restatement, the Company will recalculate the applicable financial reporting measure and the Recoverable Amount in accordance with the SEC and NYSE rules. The Company will determine whether, based on that financial reporting measure as calculated relying on the original financial statements, an Executive Officer received a greater amount of incentive-based compensation than would have been received applying the recalculated financial measure. Where incentive-based compensation is based only in part on the achievement of a financial reporting measure performance goal, the Company will determine the portion of the original incentive-based compensation based on or derived from the financial reporting measure which was restated and will recalculate the affected portion based on the financial reporting measure as restated to determine the difference between the greater amount based on the original financial statements and the lesser amount that would have been received based on the Restatement. The Recoverable Amounts will be calculated on a pre-tax basis to ensure that the Company recovers the full amount of incentive-based compensation that was erroneously awarded.
In no event shall Suncor be required to award Executive Officers an additional payment if the restated or accurate financial results would have resulted in a higher incentive compensation payment.
If equity compensation is recoverable due to being granted to the Executive Officer (when the accounting results were the reason the equity compensation was granted) or have vested to the benefit of the Executive Officer (when the accounting results were the reason the equity compensation was vested), in each case in the Clawback Period, the Company will recover the excess portion of the equity award that would not have been granted or vested based on the Restatement, as follows:
Page 2
| EXECUTIVE COMPENSATION CLAWBACK POLICY |
· | if the equity award is still outstanding, the Executive Officer will forfeit the excess portion of the award; |
· | if the equity award has been exercised or settled into shares (the “Underlying Shares”), and the Executive Officer still holds the Underlying Shares, the Company will recover the number of Underlying Shares relating to the excess portion of the award (less any exercise price paid for the Underlying Shares); and |
· | if the Underlying Shares have been sold by the Executive Officer, the Company will recover the proceeds received by the Executive Officer from the sale of the Underlying Shares relating to the excess portion of the award (less any exercise price paid for the Underlying Shares). |
The Board will take such action as it deems appropriate, in its sole and absolute discretion, reasonably promptly to recover the Recoverable Amount, unless the Human Resources & Compensation Committee determines that it would be impracticable to recover such amount because: (1) the direct costs of enforcing recovery would exceed the Recoverable Amount;2 (2) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder;3 or (3) if the recovery of the incentive-based compensation would violate the home-country laws of the Company.
VI. | ADDITIONAL CLAWBACK REQUIREMENT BY SECTION 304 OF THE SARBANES-OXLEY ACT OF 2002 |
In addition to the provisions described above, if the Company is required to prepare an accounting Restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under applicable securities laws, then, in accordance with Section 304 of the Sarbanes-Oxley Act of 2002, the Chief Executive Officer and Chief Financial Officer (at the time the financial document embodying such financial reporting requirement was originally issued) shall reimburse the Company for:
· | any bonus or other incentive-based or equity-based compensation received from the Company during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of such financial document; and |
· | any profits realized from the sale of securities of the Company during that 12-month period. |
VII. | CREDITING OF RECOVERY AMOUNTS |
To the extent that subsections II, III, IV and V of this Policy (the “Rule 10D-1 Clawback Requirements”) would provide for recovery of incentive-based compensation recoverable by the Company pursuant to Section 304 of the Sarbanes-Oxley Act, in accordance with subsection VI of this Policy (the “Sarbanes-Oxley Clawback Requirements”), and/or any other recovery obligations (including pursuant to employment agreements, or plan awards), the amount such Executive Officer has already reimbursed the Company shall be credited to the required recovery under the Rule 10D-1 Clawback Requirements. Recovery pursuant to the Rule 10D-1 Clawback Requirements does not preclude recovery under the Sarbanes-Oxley Clawback Requirements, to the extent any applicable amounts have not been reimbursed to the Company.
2 | To reach this determination, Suncor must have first made a reasonable and documented attempt at recovery. |
3 | To reach this determination, Suncor must obtain an opinion of counsel. |
Page 3
| EXECUTIVE COMPENSATION CLAWBACK POLICY |
VIII. | GENERAL PROVISIONS |
This Policy may be amended by the Board from time to time. Changes to this Policy will be communicated to all persons to whom this Policy applies.
Suncor will not indemnify or provide insurance to cover any repayment of incentive-based compensation in accordance with this Policy, the SEC rules and the NYSE listing requirements.
The provisions of this Policy apply to the fullest extent of the law; provided however, to the extent that any provisions of this Policy are found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or right of offset against any Executive Officer that is required pursuant to any other statutory repayment requirement (regardless of whether implemented at any time prior to or following the adoption of this Policy). Nothing in this Policy in any way detracts from or limits any obligation that those subject to it have in law or pursuant to a management, employment, consulting or other agreement with the Company or any of its subsidiaries.
All determinations and decisions made by the Board (or any committee thereof) pursuant to the provisions of this Policy shall be final, conclusive and binding on the Company, its subsidiaries and the persons to whom this Policy applies.
If you have questions about the interpretation of this Policy, please contact either of the following:
Jacquie Moore General Counsel & Corporate Secretary | (403) 296-4746 |
Shawn Poirier Vice President Legal Affairs, Corporate & Assistant Corporate Secretary | (403) 296-6618 |
IX. | Effective Date |
This Policy is effective as of December 1, 2023.
Approved on August 14, 2023
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| This ‘40-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 3/22/24 | 6-K | ||
| Filed on: | 3/21/24 | 6-K | ||
| For Period end: | 12/31/23 | 6-K | ||
| 12/1/23 | ||||
| 8/14/23 | 6-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/22/20 Suncor Energy Inc. F-10 7:416K Toppan Merrill-FA 8/04/09 Suncor Energy Inc. S-8 8/04/09 6:720K Toppan Merrill/FA 8/04/09 Suncor Energy Inc. S-8 8/04/09 6:822K Toppan Merrill/FA 3/04/08 Suncor Energy Inc. S-8 3/04/08 8:496K Toppan Merrill/FA 4/28/05 Suncor Energy Inc. S-8 4/28/05 6:422K Toppan Merrill/FA 8/30/04 Suncor Energy Inc. S-8 8/30/04 8:838K Toppan Merrill/FA 1/27/04 Suncor Energy Inc. S-8 1/27/04 6:229K Toppan Merrill-FA 5/03/02 Suncor Energy Inc. S-8 5/03/02 1:2K SEC #7 |
