<PAGE>
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the month of: March 2000 Commission File Number: 1-12384
SUNCOR ENERGY INC.
(Name of registrant)
112 FOURTH AVENUE S.W.
P.O. BOX 38
CALGARY, ALBERTA, CANADA, T2P 2V5
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F Form 40-F X
--------- ---------
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the SEC
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes No X
--------- ---------
If "Yes" is marked, indicate the number assigned to the registrant in
connection with Rule 12g3-2(b):
N/A
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
- --------- ------------------------------------------------------
<S> <C>
EXHIBIT 1 PRESIDENT'S LETTER TO SHAREHOLDERS DATED MARCH 14,
2000, NOTICE OF MEETING AND MANAGEMENT PROXY CIRCULAR,
DATED FEBRUARY 24, 2000
EXHIBIT 2 FORM OF PROXY
EXHIBIT 3 POLICY 41 RETURN CARD
</TABLE>
<PAGE>
EXHIBIT 1
<PAGE>
[LOGO]
RICHARD L. GEORGE
President and Chief Executive Officer
March 14, 2000
Dear Suncor Shareholder:
You are invited to attend the annual meeting of shareholders of Suncor Energy
Inc. to be held at Le Royal Meridien King Edward Hotel, 37 King Street East,
Toronto, Ontario, on Wednesday, April 19, 2000, at 10:30 a.m.
Enclosed with this letter are Suncor's 1999 annual report, notice of meeting,
management proxy circular and a form of proxy. These materials describe the
business to be dealt with at the meeting, and provide you with additional
information about Suncor and its directors and executive officers.
We look forward to and welcome your attendance at the meeting. However, if
you are unable to attend, you can be represented by proxy to ensure that your
shares are voted according to your wishes. If you hold your shares in the
name of a nominee, such as your brokerage firm, or if you are a registered
holder but are unable to attend, or are able to attend but wish to provide
your voting instructions in advance, please complete, date and sign the form
of proxy and return it in the envelope provided. Arrangements have been made
for Montreal Trust Company of Canada, Suncor's transfer agent, to count and
tabulate proxies in such a manner as to preserve confidentiality of
individual shareholder votes. Under those arrangements, proxies will not be
reviewed by Suncor's management, except where they contain a written comment
clearly intended for management, in the event of a proxy contest or proxy
validation issue, or as necessary to meet legal requirements.
Following the meeting, you will have an opportunity to meet Suncor's
directors and executives. I look forward to seeing you there.
Yours truly,
"RICHARD L. GEORGE"
Richard L. George
President and Chief Executive Officer
<PAGE>
[LOGO]
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
The Annual and Special Meeting of Shareholders of Suncor Energy Inc.
(the "Corporation") will be held in the Vanity Fair Ball Room, at Le Royal
Meridien King Edward Hotel, 37 King Street East, Toronto, Ontario, on
Wednesday, April 19, 2000, at 10:30 a.m. local time for the following
purposes:
(a) to receive the Annual Report and the financial statements for the
year ended December 31, 1999 and the report of the auditors thereon;
(b) to elect directors;
(c) to appoint the auditors;
(d) to consider and, if thought fit, to pass, with or without amendment,
a special resolution (the "Special Resolution") amending the
articles of Suncor to divide the issued and outstanding Common
Shares of Suncor on a two-for-one basis; and
(e) to transact such other business as may properly come before the
meeting or any adjournment thereof.
Further particulars of the above matters, and the text of Special
Resolution, are set out in the attached Management Proxy Circular.
Shareholders who are unable to attend the meeting in person are
requested to sign and date the enclosed form of proxy and return it in the
envelope provided for use at the meeting and any adjournment thereof.
By Order of the Board of Directors
"TERRENCE J. HOPWOOD"
Terrence J. Hopwood
Calgary, Alberta Vice President, General Counsel
February 24, 2000 and Secretary
<PAGE>
[LOGO]
MANAGEMENT PROXY CIRCULAR
SOLICITATION OF PROXIES
THIS CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE
MANAGEMENT OF SUNCOR ENERGY INC. ("SUNCOR" OR THE "COMPANY") OF PROXIES
(HEREIN COLLECTIVELY "PROXY" OR "PROXIES") TO BE USED AT THE ANNUAL AND
SPECIAL MEETING OF SHAREHOLDERS OF SUNCOR (THE "MEETING") TO BE HELD IN THE
VANITY FAIR BALLROOM, LE ROYAL MERIDIEN KING EDWARD HOTEL, 37 KING STREET
EAST, TORONTO, ONTARIO, ON WEDNESDAY, APRIL 19, 2000, AT 10:30 A.M. LOCAL
TIME FOR THE PURPOSES INDICATED IN THE NOTICE OF MEETING. It is expected that
the solicitation will be primarily by mail, but proxies may also be solicited
personally, by telephone or facsimile or other similar means of communication
by regular employees of Suncor. The cost of solicitation will be borne by
Suncor. Custodians and fiduciaries will be supplied with proxy materials to
forward to beneficial owners of Common Shares of Suncor ("Common Shares") and
normal handling charges will be paid for such forwarding services. The record
date to determine the shareholders entitled to receive notice of the Meeting
is March 9, 2000 (the "Record Date").
APPOINTMENT, VOTING AND REVOCATION OF PROXIES
APPOINTMENT
ANY SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER) OTHER THAN THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY
TO ATTEND AND TO VOTE AND ACT FOR AND ON BEHALF OF SUCH PERSON AT THE
MEETING. IN ORDER TO DO SO THE SHAREHOLDER MAY INSERT THE NAME OF SUCH PERSON
IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY, OR MAY USE ANOTHER
APPROPRIATE FORM OF PROXY. All proxies must be deposited with Suncor's
transfer agent, Montreal Trust Company of Canada, Stock Transfer Services,
600, 530 Eighth Avenue S.W., Calgary, Alberta, T2P 3S8, at any time up to
4:30 p.m. on the last day (excluding Saturdays, Sundays and holidays)
preceding the day of the Meeting.
VOTING
The shares represented by any properly executed proxy in the
accompanying form will be voted or withheld from voting, in accordance with
the instructions of the shareholder, on any ballot that may be called for. If
the shareholder has specified a choice with respect to any matter to be acted
upon, the shares will be voted accordingly. IN THE ABSENCE OF SUCH
INSTRUCTIONS, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS
NAMED HEREIN, FOR THE REAPPOINTMENT OF THE AUDITORS AND FOR THE SPECIAL
RESOLUTION TO AMEND THE COMPANY'S ARTICLES OF AMALGAMATION ("ARTICLES") TO
DIVIDE THE COMPANY'S ISSUED AND OUTSTANDING COMMON SHARES ON A TWO-FOR-ONE
BASIS (THE "SPECIAL RESOLUTION"), ALL AS MORE PARTICULARLY DESCRIBED UNDER
THE RELEVANT SECTIONS OF THIS CIRCULAR.
THE ACCOMPANYING FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY ON THE
PERSONS NAMED IN IT WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS
IDENTIFIED IN THE NOTICE OF MEETING OR OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING. The management of
1
<PAGE>
Suncor is not aware that any such amendments, variations or other matters are
to be presented for action at the Meeting.
REVOCATION
In addition to revocation in any other manner permitted by law, a
shareholder may revoke a proxy by an instrument in writing executed by the
shareholder or by the shareholder's attorney authorized in writing and
deposited either at the registered office of Suncor, 112 - 4th Avenue S.W.,
Box 38, Calgary, Alberta, T2P 2V5, at any time up to and including the last
business day preceding the day of the Meeting, or any adjournment thereof, at
which the proxy is to be used, or with the Chairman of the Meeting prior to
the commencement of the Meeting on the day of the Meeting or any adjournment
thereof.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
Holders of record of Common Shares as at the close of business on March
9, 2000 are entitled to one vote for each whole Common Share so held, except
to the extent that subsequent transferees become entitled to vote by
complying with the requirements of subsection 138(2) of the CANADA BUSINESS
CORPORATIONS ACT. As of February 24, 2000 there were 110,526,004 Common
Shares issued and outstanding. Suncor has no other class or series of voting
shares outstanding.
As of February 24, 2000, there is no person who, to the knowledge of the
directors and officers of Suncor, beneficially owns, directly or indirectly,
or exercises control or direction over, Common Shares carrying more than 10%
of the voting rights attached to all outstanding Common Shares.
ELECTION OF DIRECTORS
Suncor's Articles stipulate that there shall be not more than 15 nor
fewer than 8 directors. There are currently 11 directors. In accordance with
the Company's By-laws, the Board of Directors has determined that 13
directors will be elected at the Meeting. Suncor's management will propose at
the Meeting that the 13 nominees named herein be elected directors. 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 it is specified in a proxy that the Common Shares it represents
shall be withheld from voting in the election of directors, the persons named
in the accompanying form of proxy intend to vote for the election of the
nominees whose names appear in the table below.
The Board of Directors is required to have an Audit Committee. The Board
of Directors also has a Board Policy, Strategy Review and Governance
Committee, a Human Resources and Compensation Committee, and an Environment,
Health and Safety Committee. For details of the membership and mandates of
these committees, see the notes to the table below, "Report on Executive
Compensation" and "Statement of Corporate Governance Practices".
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 accompanying proxy reserve the right to
vote for another nominee at their discretion unless the proxy specifies that
the Common Shares are to be withheld from voting in the election of directors.
Information for each person proposed to be nominated for election as a
director is as follows:
2
<PAGE>
<TABLE>
<CAPTION>
Securities of Suncor
Principal occupation beneficially owned or
or employment, and over which control or
major positions and direction is exercised
Name and Municipality of Periods of Service offices in the last as at February 24,
Residence as a Director(1) five years 2000(2)
- -------------------------- ------------------ --------------------- ----------------------
<S> <C> <C> <C>
Mel Benson Nominee Management Services 200 Common Shares
Calgary, Alberta Consultant
Brian A. Canfield(5)(6) November 10, 1995 President and Chief 4,026 Common Shares
Point Roberts, Washington to Present Executive Officer,
BCT.TELUS 734.18 Deferred Share
Communications Inc. Units(8)
(a telecommunications
company)
Bryan P. Davies January 28, 1991 Senior Vice 3,100 Common Shares
Etobicoke, Ontario to April 23, 1996 President,
Regulatory Affairs,
Royal Bank of Canada
(a chartered banking
institution)
John T. Ferguson(4)(5) November 10, 1995 Chairman, Princeton 4,114 Common Shares
Edmonton, Alberta to Present Developments Ltd.
(a real estate 344.69 Deferred Share
development Units(8)
company), Chairman
and Director,
TransAlta
Corporation (an
electric utility
company)
Richard L. George(4)(5) February 1, 1991 President and Chief 49,439 Common Shares
Calgary, Alberta to Present Executive Officer,
Suncor Energy Inc.(7)
Poul Hansen(3)(4) April 23, 1996 to Chairman and General 3,413 Common Shares
Vancouver, British Columbia Present Manager, Sperling
Hansen Associates
Inc. (an
environmental
engineering
consulting company)
John R. Huff(4)(5) January 30, 1998 Chairman and Chief 5,046 Common Shares
Houston, Texas to Present Executive Officer,
Oceaneering 754.34 Deferred Share
International, Inc. Units(8)
(an oilfield
services company)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Securities of Suncor
Principal occupation beneficially owned or
or employment, and over which control or
major positions and direction is exercised
Name and Municipality of Periods of Service offices in the last as at February 24,
Residence as a Director(1) five years 2000(2)
- -------------------------- ------------------ --------------------- ----------------------
<S> <C> <C> <C>
Michael M. Koerner(5)(6) May 31, 1977 to President, Canada 4,000 Common Shares
Toronto, Ontario January 27, 1994; Overseas Investments
October 1, 1995 to Limited (a venture 872.63 Deferred Share
Present capital investment Units(8)
management company)
Robert W. Korthals(3)(6) April 23, 1996 to Corporate Director 4,000 Common Shares
Toronto, Ontario Present
917.43 Deferred Share
Units(8)
M. Ann McCaig(3)(4) October 1, 1995 to President, VPI 2,544 Common Shares
Calgary, Alberta Present Investments Ltd. (a
private investment 787.45 Deferred Share
holding company) Units(8)
Bill N. Rutherford(3)(6) November 22, 1988 Retired Senior Vice 2,029 Common Shares
Naples, Florida to April 28, 1993; President, Human
April 28, 1994 to Resources and 468.79 Deferred Share
Present Administration, Sun Units(8)
Company, Inc. (now
called Sunoco, Inc.)
(an energy resources
company)
JR Shaw(3)(4) January 30, 1998 Executive Chairman 16,000 Common Shares
Calgary, Alberta to Present of the Board, Shaw
Communications Inc. 734.18 Deferred Share
(a diversified Units(8)
communications
company)
W. Robert Wyman(5)(6) November 25, 1987 Chairman of the 16,200 Common Shares
West Vancouver, British to Present Board of Directors
Columbia of Suncor Energy Inc. 1,006.13 Deferred
Share Units(8)
</TABLE>
- ----------
(1) Suncor was formed by the amalgamation of Great Canadian Oil Sands Limited
and Sun Oil Company Limited on August 22, 1979. On January 1, 1989, Suncor
amalgamated with a wholly-owned subsidiary under the CANADA BUSINESS
CORPORATIONS ACT. Each nominee has been a director of Suncor or one of the
amalgamating companies for the periods described.
(2) The information relating to holdings of Common Shares, not being within the
knowledge of Suncor, has been furnished by the respective nominees
individually. Where a nominee holds a fractional Common Share, the holdings
reported have been rounded down to the nearest whole Common Share. Certain
of the Common Shares held by Mr. George and Mr. Hansen are held jointly
with their respective spouses. The number of Common Shares held by Mr.
George includes 740 Common Shares over which he exercises control or
direction but which are beneficially owned by members of his family. The
Common Shares held by Mr. Benson are beneficially owned by his spouse, but
he exercises control or direction over such shares.
4
<PAGE>
(3) Member of the Audit Committee.
(4) Member of the Environment, Health and Safety Committee.
(5) Member of the Board Policy, Strategy Review and Governance Committee.
(6) Member of the Human Resources and Compensation Committee.
(7) Mr. George is also the President and a director of Sunoco Inc. ("Sunoco"),
Suncor's refining and marketing subsidiary.
(8) Deferred Share Units (DSU's) are not securities but are included in this
table for informational purposes. See under "Compensation of Directors" for
a description of DSU's.
Each of the nominees has been engaged in the principal occupation indicated
above for the past five years, except for: Mr. Benson, who in 1996 and prior
thereto was Area Manager, Operations, Imperial Oil Limited, and who from 1996
to 2000 was the Senior Operations Advisor, African Development, Exxon Co.
International; Mr. Canfield, who in 1998 was Chairman, BC TELECOM Inc. and BC
TEL, and who from 1993 to 1997 was Chief Executive Officer and Chairman, BC
TELECOM Inc. and BC TEL; Mr. Davies, who in 1999 and prior thereto was Senior
Vice President, Corporate Affairs, Royal Bank of Canada; Mr. Ferguson, who
from 1996 to 1998 was also Chief Executive Officer, Princeton Developments
Ltd., in addition to his current position as Chairman, Princeton Developments
Ltd., and who prior to 1996 was President and Chief Executive Officer,
Princeton Developments Ltd.; Mr. Hansen, who, in 1995 and prior thereto, was
President, Highland Valley Copper (a mining company); Mr. Huff, who in 1998
and prior thereto was also President, Oceaneering International, Inc., in
addition to his current position as Chairman and Chief Executive Officer,
Oceaneering International, Inc.; Mr. Korthals, who in 1995 and prior thereto,
was President of The Toronto-Dominion Bank (a chartered bank); Mr. Shaw, who
in 1998 and prior thereto was Chairman and Chief Executive officer of Shaw
Communications Inc.; and Mr. Wyman, who served as Chairman of the Board of
Finning Ltd. (a heavy duty construction equipment marketing and leasing
company) from 1992 to 1996 and who in 1999 and prior thereto was Vice
Chairman of the Board of Directors of Fletcher Challenge Canada Limited.
COMPENSATION OF DIRECTORS
Directors, other than Richard L. George, Suncor's President and Chief
Executive Officer, receive compensation from Suncor for services in their
capacity as directors. The Chairman of the Board is paid an annual retainer
of $90,000 and all other directors are paid an annual retainer of $18,000,
prorated in each case for the period served. Directors also receive a per
meeting fee of $1,200 for attendance at board or board committee meetings and
are reimbursed for long distance travel to attend such meetings. Committee
chairs receive an additional $3,000 annually.
The Company's Executive Stock Plan (the "ESP"), described in more detail
under the heading, "Report on Executive Compensation", provides for the
automatic grant of options to purchase Common Shares and awards of Limited
Appreciation Rights ("LARs") to Directors who are not employees of Suncor
("Non-Employee Directors"). Each Non-Employee Director elected or appointed
to the Board of Directors for the first time receives an initial grant of
options to purchase 2,000 Common Shares and 2,000 LARs, and each Non-Employee
Director receives an annual non-discretionary grant of options to purchase
2,000 Common Shares and 2,000 LARs, on the date of the first Board of
Directors meeting following each annual meeting of the Company's shareholders.
Options granted to Non-Employee Directors are exercisable immediately
and expire ten years from the date of grant. The exercise price of the
options is equal to the market price of the Common Shares at the time of the
grant. LARs granted to Non-Employee Directors are on the
5
<PAGE>
terms described under the heading "Termination Contracts and Change of
Control Arrangements".
The ESP includes provisions which allow for the exercise of a
Non-Employee Director's options for a limited period of time after the date
the option holder ceases to be a director of Suncor. However, all LARs held
by a Non-Employee Director immediately terminate upon cessation of such
person's directorship.
The ESP also provides for the payment of a fixed percentage of
Directors' annual retainers in Common Shares. These provisions may be
activated by the Board of Directors. As of February 24, 2000, these
provisions had not been activated.
Effective January 1, 1999, the Board of Directors adopted a Directors'
Deferred Share Unit Plan (the "DSU Plan") which permits the Non-Employee
Directors (collectively the "Participants"), to receive one-half or all of
their Board Compensation in the form of deferred share units ("DSUs"). For
purposes of the DSU Plan, Board Compensation means all cash compensation paid
by the Company in a financial year to a Non-Employee Director for service on
the Board, including the annual retainer, additional annual fee paid to chair
a committee of the Board, and fees for attendance at meetings of the Board or
meetings of a committee of the Board. The number of DSUs to be credited to a
Participant's account on each payment date is calculated by dividing the
dollar amount of the portion of the Board Compensation which the Participant
has elected to receive as DSUs, by the market value of a Common Share on the
payment date. On each dividend payment date for Common Shares, Participants
holding DSUs will receive an additional number of DSUs equivalent to the
number of Common Shares that could have been acquired on that date by
notional dividend reinvestment. A Participant's DSUs will be paid out only
upon such Participant ceasing to be a director. The payout will be a cash
amount calculated by multiplying the number of DSUs in the Participant's
account by the then market value of a Common Share.
Sperling Hansen Associates Inc., a company of which Mr. Hansen is
Chairman and General Manager, received fees for services on behalf of Suncor
during 1999. However, the amount of these fees (less than $1,000) is not
considered material either to Sperling Hansen Associates Inc. or Suncor.
REPORT ON EXECUTIVE COMPENSATION
COMPOSITION OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE
During 1999, B.A. Canfield, M.M. Koerner, R.W. Korthals, B.N. Rutherford
and W.R. Wyman served as members of the Human Resources and Compensation
Committee. Mr. Rutherford served as Chairman.
HUMAN RESOURCES AND COMPENSATION COMMITTEE
The Human Resources and Compensation Committee is responsible for
recommending to the Board of Directors the compensation for the Chief
Executive Officer and reviewing the recommendations of the Chief Executive
Officer for the compensation of the other executive officers.
COMPENSATION GOALS
The Committee has a written mandate that sets out the major goals and
responsibilities which guide its evaluation and determination of executive
compensation programs.
6
<PAGE>
The major goals of the Committee are:
- to assist the Board by reviewing the effectiveness of Suncor's
compensation policies and processes in fostering fair and competitive
compensation of all employees of Suncor, with special attention devoted
to the executive group;
- to evaluate annually the performance of the Chief Executive Officer
against predetermined goals and criteria and to recommend to the Board
of Directors the amount of his compensation;
- to review annually the Chief Executive Officer's performance
evaluations and recommendations for compensation of Suncor's other
executive officers; and
- to review the effectiveness of Suncor's human resource development,
succession planning and performance evaluation programs.
EXECUTIVE COMPENSATION
Individual executive compensation includes base salary, annual and
long-term incentive compensation components. Each component has a specific
purpose with respect to supporting the concept of pay for performance and is
structured to reinforce specific job and organizational requirements.
The compensation guideline for base pay for each of the persons listed
in the "Summary Compensation Table" on page 11 (hereinafter referred to as
"Named Executive Officers") is the 50th percentile of a comparative group of
Canadian autonomous companies. These companies compete with Suncor for
executive talent, operate in similar business environments and have a similar
scope of operation to Suncor. The guideline compensation for annual and
long-term incentive compensation is the 65th percentile of this same group of
companies. Independent compensation consultants provide the survey on which
these executive compensation guidelines are based.
EXECUTIVE COMPENSATION COMPONENTS
Base Salary. Salary is recognition for discharging job responsibilities
and reflects the executive's performance over time. Individual salary
adjustments take into account performance contributions for the year and
reflect sustained performance contributions over a number of years.
Annual Incentive. The annual incentive recognizes and rewards
accomplishments in a given year. Incentive awards are based on an assessment
of Suncor's results for the year measured against specific quantitative goals
and progress during the year with respect to achievements against longer term
critical strategic goals. In 1999, the Named Executive Officers were eligible
to be considered for incentive payments under the Management Incentive Plan,
the guideline amount of which depended on the executive's position. Awards
for the Chief Executive Officer and the Chief Financial Officer are based on
Suncor's performance while awards for the Group Executive Vice President and
Executive Vice Presidents are based on a combination of Suncor's and their
respective business unit's performance.
The amounts paid under the Management Incentive Plan ("MIP") in 2000 for
services in 1999 reflect the performance of key individuals and the
accomplishments made with respect to Suncor's 1999 goals. Overall, the
company showed increases in production and cash flow for the seventh
consecutive year, and a 6% increase in earnings over 1998. The Company's
stock price increased 31% during the year. Oil Sands achieved record
production despite two unplanned outages. Exploration and Production's
divestment of non-core assets contributed significantly to the Company's cash
flow. However, Exploration and Production's average daily production was down
compared to 1998 and three-year average finding and development costs rose to
a disappointing $11.40 per BOE. Sunoco showed improved financial results from
its retail marketing business, offset partially by low refining margins
during the first half of the year.
7
<PAGE>
Suncor completed construction of the Stuart Oil Shale Project demonstration
plant and commissioning was underway at year-end.
Long-Term Incentives. Suncor's Named Executive Officers participate in
two long-term incentive plans, consisting of the Executive Stock Plan ("ESP")
and a Special Performance Incentive Plan ("SPIP").
The ESP is used to provide a long term earnings opportunity based on
Suncor's success as measured by Common Share performance. This links the
interests of key employees with those of shareholders. The plan promotes an
ownership perspective and encourages the retention of key executives. The
number of options granted is based on the executive's year-end salary and the
market value of Suncor's Common Shares on the effective date of grant. Awards
are determined with a view to the impact the executive's long term plans and
programs will have on the success of Suncor and the continuing growth of
shareholder value.
The ESP is administered by the Board of Directors, on recommendation
from the Human Resources and Compensation Committee, and provides for the
grant of options for Common Shares, Limited Appreciation Rights ("LARs") and
Stock Appreciation Rights ("SARs"), either with options or standing alone.
The ESP also provides for awards of Common Shares, performance units and
performance or bonus shares, and other share based awards not inconsistent
with the terms of the ESP. To date the practice of the Board of Directors has
been to award only options for Common Shares and LARs under the ESP. A
maximum of 6,900,000 Common Shares, 400,000 of which are specifically
reserved for issuance to Directors (See "Compensation of Directors"), have
been authorized for issuance under the ESP since its inception in 1992. Of
these shares 2,510,919 remain available for future option grants and other
ESP awards.
Effective January 29, 1999, Suncor's executive officers were granted
options with an exercise price based on the market price of the Common Shares
on that date. For details of these grants to the Named Executive Officers,
see the table entitled "Option/SAR Grants During the Most Recently Completed
Fiscal Year".
Effective February 1, 2000, the Board of Directors granted options and
awarded LARs under the terms of the ESP to the Named Executive Officers, and
to certain other eligible employees. The exercise price of the options is
$62.75 per share, based on the market price of the Common Shares on that
date. Mr. George received options to purchase 40,000 Common Shares, Mr.
Stewart received options to purchase 12,000 Common Shares, Mr. O'Brien
received options to purchase 16,000 Common Shares, Mr. Ashar received options
to purchase 18,000 Common Shares and Mr. Byler received options to purchase
12,000 Common Shares. Executive officers, including the Named Executive
Officers, were awarded a number of LARs equal to the number of options
granted.
The Special Performance Incentive Plan, or SPIP, was established in 1997
for senior executives of the Company. The key objectives of the SPIP are to
retain key executives as Suncor pursues domestic and international growth,
and to focus and motivate senior executives to the goal of executing the
Company's long-range plans. The SPIP rewards superior execution as reflected
in share price appreciation and maintenance of the current dividend yield.
Under the SPIP, the Board of Directors, on recommendation by the Human
Resources and Compensation Committee, awarded, in April 1997 a one time grant
of Special Performance Units ("Units") to certain designated executive
officers of the Company ("Participants"), including the Named Executive
Officers.
Effective January 1, 2000, Mr. Byler was granted 4,500 additional
Special Performance Units ("Units") under the Special Performance Incentive
Plan ("SPIP"). These Units are in recognition of his appointment to the
position of Executive Vice President, Exploration and
8
<PAGE>
Production. Mr. Byler's total number of Units available under the SPIP
program is now 44,500 subject to the vesting provisions of the plan.
Units vest following a five year performance period ending on April 1,
2002 (the "Performance Period"), subject to performance vesting criteria. The
performance vesting criteria are based on the value, at the end of the
Performance Period, of $100 invested in Common Shares of the Company on April
1, 1997, assuming reinvestment of dividends. For each dollar increase in
value of the notional $100 investment beyond $150, 2% of the Units granted
will vest. The maximum is 100% of the Units for an increase in notional value
to $200 or higher. No Units vest if the value of the notional investment is
$150 or less at the end of the Performance Period.
Subject to vesting, Units entitle the holder to receive, at the
completion of the Performance Period, an equivalent number of Common Shares
("Bonus Shares") (half of which are paid out in cash) or deferred share units
("DSUs"), as irrevocably elected by each Participant on receipt of the Unit
award. Common Shares paid out to Participants will be purchased in the open
market. A Participant's DSUs will be paid out only upon the death, retirement
or employment termination of the Participant. The payout will be a cash
amount calculated by multiplying the number of DSUs in the Participant's
account by the then market value of a Common Share. On each dividend payment
date, Participants holding DSUs will receive a number of additional DSUs
equivalent to the number of Common Shares that could have been acquired on
that date by notional dividend reinvestment.
Pursuant to the SPIP, the Company has established Share Ownership
Guidelines which provide Participants with guideline Common Share ownership
levels commensurate with their compensation and position. The recommended
level of Common Share ownership to be attained by April 1, 2002 for the Chief
Executive Officer is Common Share holdings with an aggregate value of 4 times
base salary, while for other Participants the recommended level is Common
Share holdings with an aggregate value of 1 or 2 times base salary, depending
on their position. For the purposes of the Share Ownership Guidelines only,
Bonus Shares (excluding the cash portion) and DSUs (on the basis of one DSU
being equivalent to one Common Share) will be considered Common Shares.
The Company also has an Employee Long Term Incentive Plan ("ELTIP")
which was introduced in 1997 for all employees of Suncor, other than those
senior executives who participate in the SPIP. The ELTIP has two components.
The first component, called the Employee Stock Option Program ("ESOP"), is
primarily for senior managers and executives who do not participate in the
SPIP, each of whom received a one time grant of options effective November
12, 1997. The second component for all other employees is called the
Incremental Value Payout Program ("IVP"). The key objectives of the ELTIP are
to motivate the employees to meet long term goals on time and within budget
and to further encourage a sense of ownership and teamwork among all
employees. If specific goals for business unit performance ("Business Unit
Performance Criteria") and share price appreciation are met on April 1, 2002
(the "Target Date"), IVP participants will receive a number of Common Shares
and cash. In addition, on the Target Date one half of the options granted to
each ESOP participant become exercisable automatically while up to the
remaining 50% are exercisable contingent upon attainment of the Business Unit
Performance Criteria.
COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
Mr. George's annual compensation, long-term compensation awards, and
other compensation are disclosed in the Summary Compensation Table. His base
salary increase in respect of fiscal 1999, to be effective March 1, 2000,
will be $80,000 or 12.9%. This increase brings him into alignment with a
selected group of Canadian autonomous companies with revenues in excess of
two billion dollars. It also takes into account the Human Resources and
Compensation Committee's assessment, endorsed by the Board of Directors, of
Mr. George's ongoing
9
<PAGE>
performance in fiscal 1999 and his sustained performance over time in meeting
the following six key accountabilities of his office:
- - positioning Suncor in existing and potential new business areas to enhance
earnings,
- - increasing earnings and cash flow through the judicious expansion of Suncor
by acquisition, merger or development,
- - optimizing the return on assets employed,
- - promoting a favorable image of Suncor to protect and enhance shareholder
interests,
- - ensuring that Suncor has a sound financial structure in place to capitalize
on growth and diversification opportunities, and
- - continually improving personal and subordinate effectiveness to assure
competent management development and succession.
Mr. George's 1999 annual incentive of $450,000 recognized performance
against his key accountabilities. His performance was demonstrated by
continuing increases in cash flow and production. He maintained a strong
emphasis on health, safety, and environmental issues, as evidenced by
Suncor's inclusion as the world-wide oil industry leader in the Dow Jones
Sustainability Index. He maintained his commitment to communicating
internally with employees and externally with the media and financial
community, providing a positive image for Suncor's stakeholders. He
effectively managed Suncor's financial structure to allow the Company to
proceed with its aggressive growth plans. He continued to emphasize workforce
diversity, leadership development, succession planning and the maintenance of
a committed and motivated work force.
Mr. George's effective leadership was also demonstrated by the following:
- Oil Sands achieved record production for the seventh consecutive year.
The production target of 105,000 barrels per day was met, and Project
Millennium is on track to begin commissioning in the third quarter of
2001, with full production targeted for the year 2002.
- Exploration and Production contributed over $89 million to the
Company's net cash flow, while making progress towards developing the
Firebag In-Situ heavy oil project.
- Sunoco demonstrated improved retail marketing operating and financial
performance, while managing operating costs to offset the negative
impacts of low refining margins.
- Construction on the Stuart Oil Shale Project was completed. Reliable
oil production was initially targeted for the end of 1999, but the
commissioning period has been extended into 2000.
- During 1999, Suncor's earnings increased 6%, cash flow increased for
the seventh consecutive year, production increased for the ninth
consecutive year and the stock price increased 31% during the year.
- In January 2000, Suncor was named one of the "35 Best Companies to
Work For in Canada" by the Globe and Mail's REPORT ON BUSINESS
Magazine.
- In November Mr. George was named Canada's Outstanding CEO of the Year
by an advisory board of eminent business leaders.
- During 1999 Mr. George announced an executive reorganization to better
position Suncor for future growth and to build the breadth and depth of
the senior management team.
This report is furnished by the members of the Human Resources and
Compensation Committee:
B.N. Rutherford, Chairman
B.A. Canfield
M.M. Koerner
R.W. Korthals
W.R. Wyman
10
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table provides a summary of compensation earned by the
Chief Executive Officer and the four other most highly compensated executive
officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------------------------- ----------------
Securities Under
Other Annual Options/SARs All Other
Name and Principal Salary Bonus(1) Compensation(2) Granted Compensation(3)(4)
Position(5) Year ($) ($) ($) (#) ($)
- ------------------- ---- ------- ------- --------------- ---------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
R.L. GEORGE 1999 608,961 450,000 - 48,900 48,030
President and Chief 1998 537,126 400,000 - 37,500 41,189
Executive 1997 492,851 500,000 9,255 55,000 37,957
Officer
B.D. STEWART 1999 328,423 60,000 - 21,300 26,007
Group Executive 1998 316,782 112,000 - 15,000 23,308
Vice President 1997 293,472 194,000 - 21,600 22,881
Exploration and
Production
M.W. O'BRIEN 1999 328,423 150,000 2,700 21,300 22,096
Executive Vice 1998 316,782 160,000 13,955 15,000 21,566
President 1997 293,472 204,000 19,053 21,600 21,766
Sunoco
M.M. ASHAR 1999 324,231 190,000 - 21,300 23,944
Executive Vice 1998 300,000 160,000 - 15,000 21,969
President 1997 240,000 214,000 - 21,600 17,900
Oil Sands
D.W. BYLER 1999 250,108 90,000 - 14,200 19,917
Chief Financial 1998 237,586 90,000 5,490 10,300 18,812
Officer 1997 221,705 125,000 5,467 14,400 17,621
</TABLE>
- ----------
(1) Bonus awards are paid in cash in the year following the year in which they
are earned. Amounts paid under the Management Incentive Plan in 2000 in
respect of services in 1999 are included.
(2) Amounts reported as Other Annual Compensation are imputed interest on
interest-free housing loans, and reimbursement for the payment of taxes.
(3) Represents Suncor contributions to the Suncor Savings Plan and Personal
Retirement Account on behalf of the Named Executive Officer. Prior to
December 1, 1997 Suncor contributed up to 7.5% of employee basic
earnings, on a declining percentage matching basis, under the Suncor
Savings Plan. Effective December 1, 1997 the Savings Plan was amended
such that Suncor contributes up to 5.5% of employee basic earnings on a
matching basis. Suncor also makes contributions to Personal Retirement
Accounts for all employees, including Named Executive Officers, of 1%
of basic earnings, plus up to an additional 1.5% percent of basic
earnings on a 50% matching basis, subject to maximum contribution
levels.
(4) Suncor employees, including Named Executive Officers, making current
contributions to the Suncor Savings Plan earn up to 2% of their
employee basic earnings as credits. These credits may be used to
purchase additional group medical, dental, health and insurance
benefits on the same terms as are available to all salaried employees
of Suncor, or the credits may be taken as additional compensation.
Credits taken by the Named Executive Officers as additional
compensation have been included in the total.
(5) Effective January 1, 2000, Mr. Stewart was appointed Executive Vice
President, In-Situ and International Oil; Mr. O'Brien was appointed
Executive Vice President, Corporate Development and Chief Financial
Officer; and Mr. Byler was appointed Executive Vice President,
Exploration and Production. The positions of Mr. George and Mr. Ashar
remain unchanged.
11
<PAGE>
OPTIONS
For details of the 1999 grants of options to the Named Executive
Officers and the fiscal year-end option values, see the following tables. The
Company's Executive Stock Plan also provides for the issuance of SARs.
However, no SARs were issued during the 1999 fiscal year or were outstanding
as of December 31, 1999.
OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FISCAL YEAR(1)
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------
Market Value
% of Total of Securities
Securities Options/SARs Underlying
Under Granted to Options/SARs
Options/SARs Employees in Exercise or on Date of
Granted(2) Fiscal Year(3) Base Price Grant
Name (#) (%) ($/Security) ($/Security) Expiration Date
- ------------- ------------ -------------- ------------ -------------- ----------------
<S> <C> <C> <C> <C> <C>
R.L. GEORGE 48,900 9.31 40.50 40.50 January 29, 2009
B.D. STEWART 21,300 4.05 40.50 40.50 January 29, 2009
M.W. O'BRIEN 21,300 4.05 40.50 40.50 January 29, 2009
M.M. ASHAR 21,300 4.05 40.50 40.50 January 29, 2009
D.W. BYLER 14,200 2.70 40.50 40.50 January 29, 2009
</TABLE>
- ----------
(1) Option grants for Common Shares were awarded on January 29, 1999. The
first 1/3 of the award is exercisable on and after January 1, 2000, the
second 1/3 on and after January 1, 2001, and the final 1/3 on and after
January 1, 2002. In the event of a change of control or after the
occurrence of certain specified corporate changes any outstanding
options which are not then exercisable automatically become exercisable.
(2) LARs have been granted to certain executives of Suncor, including all
Named Executive Officers. Each recipient of LARs, including the Named
Executive Officers, received one LAR for each option granted. LARs
become exercisable only in the event of a change of control transaction.
See "Termination Contracts and Change of Control Arrangements" for
further information regarding the LARs.
(3) Options granted to employees include options granted pursuant to the
Executive Stock Plan and options granted pursuant to the Employee Long
Term Incentive Plan.
12
<PAGE>
AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FISCAL
YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of Unexercised In-The-
Unexercised Options/SARs at Money Options/SARs at Fiscal
Securities Aggregate Fiscal Year-End Year-End(2)
Acquired on Value (#) ($)
Exercise(1) Realized ---------------------------- ----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------ ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R.L. GEORGE 30,000 1,150,200 161,142 92,234 5,937,433 1,793,346
B.D. STEWART - - 86,338 38,500 3,337,649 748,046
M.W. O'BRIEN 21,000 853,844 53,414 38,500 1,874,836 748,046
M.M. ASHAR - - 58,180 38,500 2,214,594 748,046
D.W. BYLER 10,000 397,935 34,918 25,866 1,215,373 500,950
</TABLE>
- ----------
(1) The figures shown represent Common Shares.
(2) The unexercised value is the difference between the exercise price of the
option and the closing price for the Common Shares on The Toronto Stock
Exchange on December 31, 1999. The closing price for the Common Shares
on The Toronto Stock Exchange on December 31,1999 was $60.40. Options are
in-the-money at fiscal year-end if the market value of the underlying
shares at year-end exceeds the exercise price of the options.
RETIREMENT ARRANGEMENTS
The Suncor Energy Pension Plan is a registered pension plan which
provides retirement income to Suncor employees, including the Named Executive
Officers. Retirement income is based on a combination of a defined benefit
pension payment, including an employee paid benefit feature, and a defined
contribution account balance.
In addition to the pension under the Suncor Energy Pension Plan,
executive officers may receive supplemental retirement payments under the
terms of the Supplemental Executive Retirement Plan ("SERP"). The SERP is a
non-registered, non-funded supplemental retirement arrangement.
The following table represents an estimate of the combined retirement
income entitlement of an executive officer from the SERP and the Suncor
Energy Pension Plan at the levels of remuneration and the years of service
shown.
13
<PAGE>
PENSION PLAN AND SERP TABLE(1)
<TABLE>
<CAPTION>
REMUNERATION YEARS OF SERVICE
- ------------ ---------------------------------------------------
($) 5 7 9 10-25 26
- ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
150,000 37,500 52,500 67,500 75,000 77,250
200,000 50,000 70,000 90,000 100,000 103,000
250,000 62,500 87,500 112,500 125,000 128,750
300,000 75,000 105,000 135,000 150,000 154,500
350,000 87,500 122,500 157,500 175,000 180,250
400,000 100,000 140,000 180,000 200,000 206,000
500,000 125,000 175,000 225,000 250,000 257,500
600,000 150,000 210,000 270,000 300,000 309,000
700,000 175,000 245,000 315,000 350,000 360,500
800,000 200,000 280,000 360,000 400,000 412,000
850,000 212,500 297,500 382,500 425,000 437,750
900,000 225,000 315,000 405,000 450,000 463,500
950,000 237,500 332,500 427,500 475,000 489,250
1,000,000 250,000 350,000 450,000 500,000 515,000
1,050,000 262,500 367,500 472,500 525,000 540,750
1,100,000 275,000 385,000 495,000 550,000 566,500
1,150,000 287,500 402,500 517,500 575,000 592,250
1,200,000 300,000 420,000 540,000 600,000 618,000
</TABLE>
- ----------
(1) In 1999, executive retirement benefits are calculated based on the average
salary for the best consecutive 36 months of the last 180 months of
continuous service plus the average of the last 3 bonuses for each
executive. As of February 24, 2000 the remuneration covered by the
retirement arrangement and the years of credited service (rounded to the
nearest whole year) are as follows:
<TABLE>
<CAPTION>
Credited
Name Remuneration Service
------------ ------------ --------
<S> <C> <C>
R.L. GEORGE 1,004,206 19
B.D. STEWART 437,357 9
M.W. O'BRIEN 486,690 25
M.M. ASHAR 480,024 12
D.W. BYLER 339,667 20
</TABLE>
Executive retirement income for Named Executive Officers is based on 5% of
remuneration times years of credited service to a maximum of 10 years. In
addition, the retirement benefit will increase by an additional 1.5% of
remuneration for each year of credited service earned after the later of:
July 1, 1997; the date the executive completes 25 years of credited
service; the effective date of the executive's eligibility under the SERP;
and the date on which the executive has earned a retirement benefit under
SERP of at least 50% of remuneration. A portion of retirement income is
payable by the Suncor Energy Pension Plan and a portion is payable under
the SERP. Five years of executive service are required for rights under the
SERP to vest. Executive officers with less than five years of executive
service may also become eligible to receive supplemental retirement
payments under the SERP in the event of a change in 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 an early
retirement reduction factor. The normal form of payment on retirement, and
the basis on which benefits in the above table are computed is: for married
employees, joint and survivor, with 50% to the non-member surviving spouse;
for single employees, for life, with 5 years guaranteed. Government of
Canada payments received (Old Age Security & Canada Pension Plan) are in
addition to the payments shown in the table.
14
<PAGE>
TERMINATION CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS
Suncor has entered into termination contracts with each of the Named
Executive Officers to compensate such individuals, based on their
remuneration, in the event of any of the following: termination of employment
other than for just cause; a significant adverse change in their
compensation; a significant diminution in their duties or responsibilities;
certain relocations; or other material adverse changes to the terms of their
employment. The arrangement provides for a base payment of one year's
remuneration plus an additional payment based on a percentage of annual
remuneration including recognition of age and years of service. The total of
the two payments cannot exceed 2.5 times annual remuneration. No payments to
the Named Executive Officers in respect of resignation, retirement or other
termination of employment have been made, accrued or become payable in or in
respect of 1999.
Under Suncor's ESP, Suncor's Board of Directors may grant LARs in
respect of any option held by or granted to a participant in the ESP,
including the Named Executive Officers. LARs provide the holders thereof with
an opportunity to realize the value, if any, of their options, upon
occurrence of a change of control transaction affecting Suncor. In such
circumstances they may otherwise be unable to exercise their options prior to
completion of a change of control transaction due to securities regulatory
requirements or internal Suncor policies. Each LAR is referable to a specific
option and represents a right, exercisable upon completion of a change of
control transaction, to receive a cash payment from Suncor, upon surrender of
the related option. The cash payment is equal to the amount, if any, by which
(a) the greater of (i) the highest price per Common Share paid by a person
acquiring Common Shares in the change of control transaction and (ii) the
highest daily trading price of the Common Shares on The Toronto Stock
Exchange during the 60 day period preceding the date of the change of control
transaction (daily trading price for this purpose means the average of the
high and low board lot trading prices of the Common Shares on any particular
day) exceeds (b) the exercise price of the option to which the LAR is
related. Upon the exercise of any option, the related LAR is cancelled. LARs
expire on the expiry of the related options.
Generally, any outstanding LARs terminate and are of no further effect
upon termination of employment, retirement, death or entitlement to long-term
disability benefits. However, the Board of Directors has the discretion to
permit the exercise of such LARs in the manner and on such terms as it may
authorize.
The following table shows the number of LARs that were granted to each
of the Named Executive Officers during the most recently completed fiscal
year and the total number of LARs which remained outstanding for each Named
Executive Officer as of December 31, 1999.
<TABLE>
<CAPTION>
Number of LARs Granted on Number of LARs Outstanding on
Name January 29, 1999 December 31, 1999
- ------------ ------------------------- -----------------------------
<S> <C> <C>
R.L. GEORGE 48,900 253,376
B.D. STEWART 21,300 124,838
M.W. O'BRIEN 21,300 91,914
M.M. ASHAR 21,300 96,680
D.W. BYLER 14,200 60,784
</TABLE>
As disclosed above in the notes to the tables entitled "Option/SAR
Grants During the Most Recently Completed Fiscal Year" and "Pension Plan and
SERP Table", options granted but not yet exercisable may automatically become
exercisable and executive officers 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 in 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 to
15
<PAGE>
fund fully its obligations under the SERP and under the termination contracts
described above upon a pending change in control of Suncor.
Under Suncor's SPIP, if a participant retires, dies or becomes eligible
to receive long-term disability benefits before the end of the Performance
Period, a portion of the Participant's Units (pro rated to reflect the length
of the Participant's actual service during the Performance Period) will vest
at the end of the Performance Period, subject to achievement of the
performance vesting criteria. Units held by participants who leave the
Company for any other reason before the end of the Performance Period will be
forfeited. In the event of a change in control of the Company the performance
vesting criteria is extrapolated to the end of the Performance Period and the
corresponding number of a Participant's Units vest immediately as of the
effective date of the change in control and will be paid out within 30 days
thereafter in the form of cash. In addition, the Board of Directors will have
the discretion to accelerate vesting, or increase the percentage of Units
that would otherwise vest, up to a maximum of 100% of the Units granted.
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
None of the directors, executive officers or senior officers of Suncor,
persons who served as directors, executive officers or senior officers at any
time during 1999, and their respective associates were at any time during the
year indebted to Suncor or its subsidiaries, either in connection with the
purchase of Suncor securities or, excluding routine indebtedness, otherwise.
16
<PAGE>
PERFORMANCE GRAPH
The following graph shows, as of December 31 in each of 1994, 1995,
1996, 1997, 1998 and 1999, the total cumulative return, assuming the
reinvestment of all dividends, of $100 invested on December 31, 1994 in each
of Suncor Energy Inc. Common Shares, the TSE 300 Composite Index and the TSE
Integrated Oils Index.
<TABLE>
<CAPTION>
December 31, December 31, December 31, December 31, December 31, December 31,
1994(1) 1995(1) 1996(1) 1997(1) 1998(1) 1999(1)
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Suncor Energy Inc. $100 $138 $187 $321 $313 $416
TSE 300 Index $100 $115 $147 $169 $166 $219
TSE Integrated $100 $119 $155 $231 $184 $239
Oils Index
</TABLE>
- ----------
(1) The year-end values of each investment shown on the graph are based on
share price appreciation plus dividend reinvestment.
17
<PAGE>
DIRECTORS' AND OFFICERS' INSURANCE
Under policies purchased by Suncor, insurance of a maximum amount of
$150 million is in effect for the directors and officers of Suncor against
liability for any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty in the discharge of
their duties, individually or collectively.
The policies are subject to certain exclusions, and provide for a
corporate deductible of $5 million in circumstances where Suncor is permitted
by law to indemnify individual directors and officers. If Suncor is unable by
law to indemnify individual directors and officers, there is no deductible.
In 1999 Suncor paid premiums of approximately $20,500 in respect of directors
and officers as a group. In 2000 the premiums paid in respect of such group
were approximately $20,500. No premiums were paid by any individual director
or officer.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
Suncor's Board of Directors is responsible for supervising the
management of the business and affairs of Suncor. The Board of Directors'
written mandate outlines its major goals and duties, which include
establishing Suncor's policy direction and fundamental objectives. The Board
of Directors has adopted a management control process policy which delegates
to management the responsibility and authority to direct Suncor's day-to-day
operations, subject to compliance with Board-approved budgets and strategic
plans. Under the policy, certain matters, including the acquisition of new
lines of business and significant acquisitions, divestments and long-term
financings, among other things, must be approved in advance by the Board of
Directors.
The Board of Directors discharges its responsibilities through
preparation for and attendance at regularly scheduled meetings, and through
its committees. The Board Policy, Strategy Review and Governance Committee
reviews and provides advice with respect to the preliminary stages of key
strategic initiatives and projects, and reviews and assesses processes
relating to long range planning and budgeting. The committee assists the
Board in matters pertaining to corporate values, beliefs and standards of
ethical conduct, as well as corporate governance issues and Board composition
and effectiveness. The Audit Committee reviews the effectiveness of the
Company's financial reporting, management information and internal control
systems, and of its internal and independent auditors. It also monitors
financial reports, the conduct and results of the annual independent audit,
finance and accounting policies and other financial matters. In addition, the
Audit Committee reviews and approves Suncor's interim consolidated financial
statements. The Environment, Health and Safety Committee reviews the
effectiveness with which the Company meets its obligations pertaining to the
environment, health and safety, including the effectiveness with which
management establishes and monitors compliance related policies. This
committee also monitors management's performance and emerging trends and
issues in these areas. The Board of Directors also has a Human Resources and
Compensation Committee. For information regarding the mandate of this
committee, see "Report on Executive Compensation", commencing on page 6 of
this Circular. Subject to limited exceptions, these committees generally do
not have decision-making authority; rather, they convey their findings and
recommendations on matters falling within their respective mandates to the
full Board of Directors.
The Board of Directors supports the principle that its membership should
represent a diversity of backgrounds, experience and skills. The Board,
through the Board Policy, Strategy Review and Governance Committee, reviews
on an annual basis the appropriate characteristics of Board members in the
context of the current composition of the Board and the objectives and needs
of the Company.
18
<PAGE>
Additional information on Suncor's corporate governance practices is set
out in Appendix A to this Circular, which summarizes the corporate governance
guidelines (the "Guidelines") of The Toronto Stock Exchange, and Suncor's
alignment with them.
SPECIAL BUSINESS OF THE MEETING
AMENDMENT OF ARTICLES - TWO-FOR-ONE DIVISION OF COMMON SHARES
At the Meeting, shareholders will be asked to consider and, if thought
fit, pass, with or without amendment, a special resolution (the "Special
Resolution"), amending Suncor's Articles to divide the issued and outstanding
Common Shares on a two-for-one basis (the "Division").
Since May 1997, when Suncor completed a two-for-one share split, the
Company's share price has risen from around $35 to as high as $70 during
January 2000.
Based on available information, Suncor's management believes Suncor's
Common Shares are owned primarily by institutions such as mutual funds,
pension funds and life insurance companies. It is estimated that less than
15% of Suncor's Common Shares are held by retail investors. The Board of
Directors believes that the Division will encourage greater market liquidity
and wider distribution among individual investors.
The Division will not change the rights of holders of Common Shares.
Each Common Share outstanding after the Division will be entitled to one vote
and will be fully paid and non-assessable. As a result of the Division, there
will be certain consequential amendments to outstanding rights and options to
acquire Common Shares. The number of Common Share purchase rights ("Rights")
outstanding under Suncor's shareholder rights plan (the "SRP") will double,
and the exercise price of such Rights will be halved, as provided for in the
SRP. Until the Separation Time (as defined in the SRP), Rights will continue
to be represented by the certificates representing the Common Shares. In
addition, the Board of Directors has approved certain consequential
amendments to its share and share-based incentive compensation plans to
preserve proportionately the rights of plan participants. The number of
DSU's, Units and Options will double and Option exercise prices will be
halved. The number of Common Shares reserved for future Option grants and
other share awards under the ESP and ELTIP will double to 6,277,618 shares,
based on the number of shares reserved as of February 24, 2000. The number of
Common Shares reserved for issuance under the Company's Dividend Reinvestment
and Common Share Purchase Plan will double to 1,945,400, also based on the
number of shares reserved as of February 24, 2000. These amendments will not
take effect until the Division has been approved by shareholders and
implemented by the Company by filing Articles of Amendment with Industry
Canada.
In order to give effect to the Division, the Articles must be amended by
special resolution of shareholders. The text of the Special Resolution is set
out below. To be effective, the Special Resolution must be passed by the
affirmative vote of a majority of not less than two-thirds of the votes cast
by the shareholders voting in respect of the Special Resolution. THE PERSONS
NAMED IN THE ACCOMPANYING FORM OF PROXY INTEND TO VOTE IN FAVOUR OF THE
SPECIAL RESOLUTION, UNLESS INSTRUCTED OTHERWISE BY THE SHAREHOLDER OR
SHAREHOLDERS ATTORNEY SIGNING THE PROXY. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE AMENDMENT OF THE COMPANY'S ARTICLES TO DIVIDE THE ISSUED AND
OUTSTANDING COMMON SHARES ON A TWO-FOR-ONE BASIS.
If the Special Resolution is passed at the Meeting and the Division is
implemented, shareholders of record as of May 10, 2000, being the record date
in respect of the Division, will keep their current share certificates and
will be provided with additional share certificates representing the Common
Shares to which they are entitled as a result of the Division. It is
currently expected that the Company will mail such certificates on or about
May 15, 2000.
19
<PAGE>
Currently outstanding share certificates representing Common Shares should be
retained by the holders thereof and should not be forwarded to the Company or
its transfer agents.
Text of Special Resolution
RESOLVED as a special resolution that:
1. Pursuant to section 173 of the CANADA BUSINESS CORPORATIONS ACT (the
"Act"), the Articles of the Company be amended to divide the issued and
outstanding Common Shares on a two-for-one basis;
2. Any one of the directors or officers of the Company is hereby authorized
to sign all such documents, including, without limitation, Articles of
Amendment, and to do all such acts and things, including, without limitation,
delivering such Articles of Amendment to the Director under the Act, as they,
in their discretion, determine to be necessary or advisable in order to
properly implement and give effect to the foregoing; and
3. The directors of the Company may, in their discretion, without further
approval of the shareholders, revoke this special resolution at any time
before the issuance of a Certificate of Amendment in respect of the foregoing.
APPOINTMENT OF AUDITORS
The persons named in the accompanying form of proxy intend to vote in
favour of the reappointment of PricewaterhouseCoopers LLP as auditors of
Suncor, to hold office until the close of the next annual meeting.
PricewaterhouseCoopers LLP (or a predecessor firm, Coopers & Lybrand) have
been auditors of Suncor for more than five years.
GENERAL
The information contained herein is given as of February 24, 2000,
except as otherwise indicated. A copy of the documents set out below may be
obtained without charge by any person upon request, to the Vice President,
General Counsel and Secretary, Suncor Energy Inc., 112 - 4th Avenue S.W., Box
38, Calgary, Alberta, T2P 2V5:
1. Suncor's current annual report containing financial statements for the
most recently completed financial year and the report of the auditors
relating thereto together with any subsequent interim financial
statements; and
2. This Circular.
In addition, persons resident in the United States may obtain a copy of
Suncor's current Form 40-F and persons resident elsewhere may obtain a copy
of Suncor's current Annual Information Form, together with a copy of any
pertinent information incorporated by reference therein, without charge upon
request to the Vice President, General Counsel and Secretary at the address
noted above.
20
<PAGE>
DIRECTORS' APPROVAL
The contents and the sending of this Circular have been approved by the
Directors of Suncor.
"TERRENCE J. HOPWOOD"
February 24, 2000 Terrence J. Hopwood
Vice President, General Counsel and Secretary
21
<PAGE>
APPENDIX A
<TABLE>
<CAPTION>
CORPORATE GOVERNANCE SUNCOR
GUIDELINE ALIGNMENT COMMENTARY
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<S> <C> <C> <C>
1. The Board of
Directors should
explicitely assume
responsibility for
stewardship of the
Company, and
specially for:
a. adoption of a Yes The Board Policy, Strategy Review and Governance
strategic planning ("Board Policy") Committee is responsible for
process assisting the Board of Directors and management by
reviewing and providing advice with respect to the
preliminary stages of key strategic initiatives and
projects, and by reviewing and assessing processes
relating to long range planning and budgeting.
Suncor's long range plan is reviewed and approved
annually by the Board of Directors. A Board meeting
principally devoted to strategic planning is scheduled
annually.
b. identification of Yes The Board of Directors' participation in Suncor's
principal risks, and strategic planning process involves consideration of
implementing risk the principal risks inherent in Suncor's businesses.
management Risk identification and risk monitoring and
systems management system implementation are included in
the Board's major goals.
Specific risks and risk management are also
addressed by committees of the Board. For
example, the Board Policy Committee's mandate
includes providing advice with respect to the early
stages of key strategic initiatives and projects and
assessing the planning and budgeting processes, all
of which involve consideration of risks and related
management systems. The Environment, Health
and Safety ("EH & S") Committee plays a role in
reviewing environmental, health and safety issues
and reporting to the Board of Directors on these
matters. The Audit Committee reviews financial risk
management issues and programs, including cash
management, insurance and the use of financial
derivatives.
1
<PAGE>
CORPORATE GOVERNANCE SUNCOR
GUIDELINE ALIGNMENT COMMENTARY
- ------------------------------ --------------- -----------------------------------------------------
<S> <C> <C> <C>
c. succession Yes The Board of Directors is responsible for monitoring
planning and and reviewing the performance of the Chief
monitoring senior Executive Officer ("CEO") and senior officers and for
management ensuring adequate succession for their positions.
The Human Resources and Compensation ("HRC")
Committee is specifically mandated to ensure that
appropriate executive succession planning and
performance evaluation programs are in place and
that they are operating effectively. The committee
conducts an annual review of the performance of the
CEO against predetermined goals and criteria.
Senior management performance evaluations are
undertaken annually, under the aegis of the CEO,
and the results are reviewed by the committee. The
committee also reviews and reports to the Board of
Directors on the succession plan for senior
management positions, including the position of the
CEO. In addition, succession planning is included in
the job descriptions for senior management.
d. communications Yes The Board of Directors is specifically mandated to
policy ensure systems are in place for communications
with Suncor's shareholders and other stakeholders.
Through Company policies, procedures and
processes, Suncor seeks to interpret its operations
for its shareholders and other stakeholders, through
a variety of channels, including its annual reports,
quarterly reports, news releases, environmental
reports, website, briefing sessions and group
meetings. The Company encourages and provides
for stakeholder feedback, through corporate
communications and investor relations programs.
e. integrity of internal Yes The Board of Directors is specifically mandated to
control and ensure processes are in place to monitor and
management maintain the integrity of Suncor's internal control and
information management information systems. The Audit
systems Committee is specifically mandated to assist the
Board of Directors by reviewing the effectiveness of
financial reporting, management information and
internal control systems. This function includes a
review of the evaluation of these systems by internal
and external auditors, as well as the activities,
organizational structure and qualifications of internal
auditors, and the independence of external auditors.
2. Majority of directors Yes Suncor currently has eleven directors. Richard L.
should be George (President and CEO) is the only director who
"unrelated", and is related. This conclusion was reached by a review
how these and analysis of the financial, contractual and other
conclusions were relationships of each director and their associates
reached and affiliates, with Suncor and its affiliates, and an
assessment of the materiality of any such
relationships and the effect, if any, on the
independence of each individual director.
2
<PAGE>
CORPORATE GOVERNANCE SUNCOR
GUIDELINE ALIGNMENT COMMENTARY
- ------------------------------ --------------- -----------------------------------------------------
<S> <C> <C> <C>
3. Appoint a
Committee:
a. responsible for the Yes The Chairman of the Board works with the CEO to
appointment and plan Board composition and succession, and these
assessment of plans are reviewed by the Board Policy Committee.
directors The Board Policy Committee, meeting in the
absence of any inside (management) directors who
are members of that committee, has the mandate to
consider nominations for directors, maintain a list of
potential candidates, recommend Board nominations
to the full Board of Directors and evaluate the
performance and contribution of directors. Mr.
George is the only inside director currently serving
on the Board Policy Committee.
b. composed Yes As noted above, Mr. George has input into Board
exclusively of composition through his role as CEO. However, as
outside (i.e., non- an inside director he does not participate in the
management) Board Policy Committee's assessment and
directors nomination processes.
c. the majority of Yes Of the six members of the Committee, only one
whom are member (Mr. George) is a related director. He does
unrelated not participate in the Committee's Board assessment
and Board nomination processes.
4. implement a Yes The Board Policy Committee annually assesses and
process for evaluates the performance and contribution of
assessing the individual members of the Board of Directors and the
effectiveness of the effectiveness of the Board of Directors and its
Board of Directors, committees.
its committees and
individual directors
5. Provide orientation Yes Suncor provides orientation and education materials
and education to new members of the Board of Directors, and
programs for new conducts a formal orientation program involving
directors meetings with senior management on key legal,
environmental, business, financial and operational
issues. Suncor's Corporate Secretary maintains and
updates a "Director's Book", a copy of which is given
to each director, containing pertinent information
relating to the Board and the Company.
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 acquainting them with
Suncor's operations and the communities in which
they are carried on.
3
<PAGE>
CORPORATE GOVERNANCE SUNCOR
GUIDELINE ALIGNMENT COMMENTARY
- ------------------------------ --------------- -----------------------------------------------------
<S> <C> <C> <C>
6. Consider size of Yes The Board of Directors is specifically mandated to fix
Board of Directors, its size, subject to shareholder approval, where
and impact of the required. The Board Policy Committee is charged
number on Board with the duty of assisting the Board of Directors in
effectiveness matters pertaining to, among other things, the
organization and composition of the Board of
Directors.
There are currently eleven members of Suncor's
Board of Directors, and it is proposed that thirteen
directors be elected at the Meeting. The Board of
Directors has determined an appropriate size for
Suncor's Board of Directors is in the range of ten to
fourteen directors.
7. Review Yes The HRC Committee reviews and reports to the
compensation of Board of Directors on directors' compensation
directors in light of issues. The committee has developed, in
risks and consultation with outside advisors, guidelines for
responsibilities 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 Board has set
director compensation based upon
recommendations from this committee.
8. Committees should Yes Richard L. George (President and CEO) is a
generally be member of the Board Policy Committee. (See
composed of above), and of the EH & S Committee.
outside directors, a
majority of whom Subject to the above exceptions, all Board
are unrelated committees are comprised solely of outside and
unrelated directors.
Mr. Wyman (Chairman of the Board of Directors) is a
member of the Board Policy Committee and the
HRC Committee. While Mr. Wyman may be
considered an "officer" of the Company by virtue of
his position as Chairman, he serves as such in a
non-executive capacity. Accordingly, he is
considered an "outside" director of Suncor for the
purposes of the Guidelines.
9. Appoint a Yes The Board Policy Committee assists the Board of
committee Directors in matters pertaining to the Company's
responsible for approach to governance issues, the organization
Suncor's approach and composition of the Board of Directors, the
to corporate organization and conduct of Board meetings, and
governance issues the effectiveness of the Board of Directors in
performing and fulfulling its responsibilities.
4
<PAGE>
CORPORATE GOVERNANCE SUNCOR
GUIDELINE ALIGNMENT COMMENTARY
- ------------------------------ --------------- -----------------------------------------------------
<S> <C> <C> <C>
10a Define limits to
management's
responsibilities by
developing mandates
for:
i. the Board of Yes The Board of Directors has developed and approved
Directors its mandate, which includes a description of its
major goals and duties. The Board of Directors has
also developed and approved a management control
process policy which sets out the specific
authority that has been delegated to management by
the Board of Directors. The Board of Directors has
plenary power and has reserved to itself all
authority not specifically delegated.
ii. the Chief Yes There is an accountability statement for the office
Executive of CEO which defines the main role of the position
Officer and identifies its key accountabilities, described
in more detail in the "Report on Executive
Compensation".
b. Board of Directors Yes The corporate objectives for which the CEO is
should approve the responsible are set annually by the Board of
Chief Executive Directors in consultation with the Board Policy
Officer's corporate Committee. In addition, the HRC Committee annually
objectives reviews the CEO's performance goals and criteria,
and his performance is measured against these
criteria in conjunction with compensation reviews.
11. Establish Yes The Chairman of the Board is independent of
structures and Suncor's management.
procedures to
enable the Board of The Board of Directors and its committees meet
Directors to independently of management when warranted. In
function addition, in camera sessions are held at Board
independently of meetings in the absence of both management and
management inside directors.
12a Ensure an Audit Yes The mandate of Suncor's Audit Committee, described
Committee has a in general terms under "Statement of Corporate
specifically Governance Practices" of the Circular, includes the
defined mandate and following specific duties:
direct
communication - Enquire as to the adequacy of Suncor's system of
channels with internal controls
internal and - Review the evaluation of internal and financial
external auditors controls by internal and external auditors,
respectively
- review management's monitoring of compliance with
the Company's business conduct code
- oversee the operation of Suncor's pension plan
- review financial statements and related
disclosure documents, including related
accounting and legal developments
- review and monitor audit functions and findings
5
<PAGE>
CORPORATE GOVERNANCE SUNCOR
GUIDELINE ALIGNMENT COMMENTARY
- ------------------------------ --------------- -----------------------------------------------------
<S> <C> <C> <C>
- review corporate policies and practices relating
to cash management, financial risk management,
financing, credit and taxation related matters
- conduct independent investigations into any
matters which come under its scope of
responsibilities
The Audit Committee has direct communication
channels with Suncor's internal and external
auditors and meets regularly with the external
auditors without presence of management. Suncor's
Director of Internal Audit reports directly to the
Audit Committee on a regular basis.
b. all members should Yes
be non-management
directors
13. Implement a system Yes Individual directors may engage outside advisors at
to enable Suncor's expense with the approval of the Chairman
individual of the Board of Directors, Chairman of the Board
directors to engage Policy Committee or the Board Policy Committee.
outside advisors at
the Company's
expense
</TABLE>
6
<PAGE>
EXHIBIT 2
<PAGE>
[LOGO]
PROXY FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
APRIL 19, 2000
The undersigned shareholder of SUNCOR ENERGY INC. (the
"Corporation") hereby appoints W. Robert Wyman, failing whom, Richard L. George,
failing whom Michael M. Koerner, or instead of any of the foregoing, ___________
________________________________________________________________________________
as proxy of the undersigned with full power of substitution to attend the ANNUAL
AND SPECIAL MEETING OF SHAREHOLDERS OF SUNCOR ENERGY INC. TO BE HELD ON APRIL
19, 2000, AND ANY AND ALL ADJOURNMENTS THEREOF and to vote or withhold from
voting and act thereat for and in the name of the undersigned as follows:
(a) TO VOTE / / WITHHOLD FROM VOTING / / (OR IF NO CHOICE IS
SPECIFIED, TO VOTE) in the election of directors;
(b) TO VOTE / / WITHHOLD FROM VOTING / / (OR IF NO CHOICE IS
SPECIFIED, TO VOTE) in the appointment of auditors;
(c) TO VOTE FOR / / OR AGAINST / / OR WITHHOLD FROM VOTING ON / /
(OR IF NO CHOICE IS SPECIFIED, TO VOTE FOR) the special
resolution dividing the Corporation's issues and outstanding
Common Shares on a two-for-one basis; and
(c) TO VOTE AND ACT IN HIS DISCRETION IN RESPECT OF AMENDMENTS TO
THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING OR OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY
ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF SUNCOR ENERGY INC. THE PERSONS
DESIGNATED IN THIS FORM OF PROXY ARE DIRECTORS OF SUNCOR ENERGY INC. A
SHAREHOLDER MAY APPOINT A PROXYHOLDER (WHO NEED NOT BE A SHAREHOLDER) OTHER THAN
ANY PERSON DESIGNATED IN THIS FORM OF PROXY TO ATTEND AND ACT ON THE
SHAREHOLDER'S BEHALF AT THE MEETING AND MAY EXERCISE THIS RIGHT BY INSERTING THE
NAME OF SUCH OTHER PROXYHOLDER IN THE BLANK SPACE PROVIDED IN THIS FORM OR BY
USING ANOTHER APPROPRIATE FORM OF PROXY. A proxy must be executed by the
shareholder or by the shareholder's attorney in writing. If this proxy is not
dated in the blank space provided in this form, it is deemed to bear the date on
which it was mailed by the persons making the solicitation.
Your name and address are recorded as set forth below. You are requested to
report any change to Montreal Trust Company of Canada, Stock Transfer Services,
600, 530 Eighth Avenue S.W., Calgary, Alberta, T2P 3S8.
DATED this _____ of _____________________, 2000.
SIGNATURE:_________________________________
<PAGE>
EXHIBIT 3
<PAGE>
[LOGO]
TO ALL SHAREHOLDERS
OF SUNCOR ENERGY INC.
RE: INTERIM FINANCIAL STATEMENTS
As you may be aware, a National Policy Statement on Shareholder
Communication (Policy No. 41) has been issued by the Canadian securities
regulatory authorities, one of the main goals of which is to ensure
uniformity of access to corporate information and voting rights for
registered and non-registered shareholders. This Policy states that interim
financial statements do not have to be mailed to shareholders unless
specifically requested by the shareholder in writing. Suncor Energy Inc. will
continue to mail interim financial statements to all registered shareholders
but will only mail the interim statements to those non-registered
shareholders who specifically request this information. (Registered
shareholders are those whose shares are registered in their own name;
non-registered shareholders are those whose shares are registered in the name
of an intermediary).
In accordance with this Policy, Suncor Energy Inc. has developed a
Supplemental Mailing List which is maintained by our transfer agent, Montreal
Trust Company of Canada, in addition to and separate from the regular
registered shareholder mailing list.
Therefore, if you are a non-registered shareholder and you wish to
receive interim financial statements, please complete and return the reply
section of this letter with your executed proxy. Your name will then be
placed on our Supplemental Mailing List to receive interim financial
statements.
For further information, please contact:
Shareholder Relations
Montreal Trust Company of Canada
600, 530 Eighth Avenue S.W.
Calgary, Alberta
T2P 3S8
Telephone: (403) 267-6555
1-888-267-6555
- --------------------------------------------------------------------------------
THIS FORM SHOULD BE COMPLETED ONLY BY NON-REGISTERED SHAREHOLDERS WHO WISH TO
RECEIVE INTERIM FINANCIAL STATEMENTS
TO: SUNCOR ENERGY INC. (CUSIP No. 867229106)
Please place my name on your Supplemental Mailing List to receive interim
financial statements.
Name: _________________________________________________________________
Address: _________________________________________________________________
_________________________________________________________________
Postal Code: _________________________________________________________________
(VOIR AU VERSO)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SUNCOR ENERGY INC.
Date: March 16, 2000 By: "TERRENCE J. HOPWOOD"
------------------------------
TERRENCE J. HOPWOOD
Vice President, General Counsel
and Secretary
