Suncor has announced it has entered into an agreement with Elliott Investment Management (EIM) L.P..The agreement with EIM contains customary standstill, voting, and other provisions. In addition, the agreement includes the right for EIM to nominate an additional director if certain performance criteria relative to peers are not met by December 31, 2022, and if applicable, includes the extension of the standstill for a period of 12 months following such an appointment..On Monday, the company also said that its board of directors will appoint three new independent directors, two of whom will serve on the CEO search committee..The board will also form a new committee to oversee a strategic review of Suncor’s downstream retail business.."These actions build on Suncor’s ongoing efforts to enhance safety, reliability, and operational excellence and to restore Suncor’s industry leadership," Suncor stated..As part of its agreement with EIM, Suncor has appointed the following three new independent directors to its board, effective immediately:.• Ian Ashby, former president of BHP Billiton’s Iron Ore Customer Sector Group, who brings extensive global experience in surface mining, including technical and operational expertise;.• Chris Seasons, former president of Devon Canada and partner with ARC Financial Corporation; and.• Jackie Sheppard, former executive vice president, corporate and legal affairs with Talisman Energy Inc.."Suncor is pleased to welcome all three directors to the Board. With these changes, the Suncor Board will temporarily expand to 13 directors, all of whom are independent and five of whom are female," Suncor said..According to the company, two existing directors will retire from the board by the end of the year. In addition, Suncor will undertake a strategic review of its downstream retail business with the goal of unlocking shareholder value.."With support of external advisors, this review will evaluate and consider a wide range of alternatives, from a potential sale of the business, to options to enhance the value of our retail business," Suncor said.."A committee of independent directors, led by board director Russ Girling and including newly appointed directors Chris Seasons and Jackie Sheppard, will oversee the review and make a recommendation to the full Board. The Board expects to complete the strategic review in Q4 and will provide an update at that time.".Recently, the company also announced the board has formed a CEO search committee, led by board director Eira Thomas. The newly appointed directors Chris Seasons and Jackie Sheppard will join to oversee the global search to select the company’s next chief executive officer..“Suncor is committed to the ongoing renewal of its board of directors to ensure we maintain diverse and qualified directors who are charged with overseeing the company’s strategy and driving shareholder value,” board chair, Michael Wilson said..“Ian, Chris, and Jackie bring valuable expertise to the board, and we are confident Suncor shareholders will benefit greatly from their operational and commercial experience. In addition, the board’s review of the retail business builds on our longstanding commitment to openly consider alternatives to enhance shareholder value and will help ensure the company is well-positioned for even greater success and value creation in the future.”.“The top priority for Suncor’s leadership team is forging ahead with our plans to improve our safety and operating performance,” interim chief executive officer, Kris Smith said..“I look forward to working with the board, including our new directors, to advance our efforts to drive long-term shareholder value, and to communicating our progress, delivering on our debt-reduction and other capital allocation targets and restoring confidence in Suncor.”.EIM and Suncor have also entered into an information sharing agreement, pursuant to which Elliott will have the ability to receive information and share its views regarding the CEO search process..The complete agreement will be filed on Form 6-K with the US Securities and Exchange Commission and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval..“We appreciate the collaborative dialogue we have had with Suncor’s Board and fully support the appointment of three new independent directors who will bring fresh, relevant perspectives into the boardroom, as well as the board’s commitment to explore strategic options with respect to Suncor’s retail business,” EIM partner John Pike and portfolio manager Mike Tomkins said..“As a significant investor we look forward to continuing to work constructively with Suncor as it takes important steps to achieve best-in-class safety, improve operations, and restore its industry leadership.”
