Company Profile Highlights Financial Highlights Scope of Report Focus on the Future Letter from the CEO How to Use This Report

Sunoco believes that the company should be organized not only to enable the efficient manufacture and sale of products, but also to encourage ethical behavior at all levels of the corporation – from the newly hired operator at a manufacturing facility, to the retail service center employee, to corporate support personnel, to the management team and Board of Directors. The corporate policies, standards and procedures should be fair, transparent and easily understood.

Sunoco’s approach to corporate governance is organized into three key segments:


Sunoco published its first set of formal Corporate Governance Guidelines in 1998 and elected a Chief Governance Officer in 2002. Under the direction of the Board Governance Committee and the Chief Governance Officer, the Corporate Governance Guidelines are reviewed and published on the Sunoco web site so that shareholders, financial analysts, regulators and the public will have a clear understanding of how the company is governed.

Board of Directors – Setting Strategic Direction
The Sunoco Board of Directors annually reviews and approves the three-year corporate strategic and operations plans. The Board also approves all major corporate activities and monitors political, economic, and regulatory trends that may have a significant impact on the company.

The entire membership of the Sunoco Board of Directors must stand for re-election annually. All members of the Board – other than the CEO – are independent. The Board conducts its work through the following committees:

Although HES performance is reviewed by the full board in connection with each board meeting, the Corporate Responsibility Committee has oversite responsibility for HES.

Management – Implementing Strategy and Managing Risks
In addition to performing the detailed analysis that leads to recommended strategic directions and implementing the approved corporate strategy, Sunoco management is responsible for identifying and managing potential risks to the corporation to ensure its long-term financial stability. Sunoco employs integrated management systems to ensure that HES issues are addressed systematically and that legal and corporate requirements are met.

Each business unit is responsible for its HES performance with technical and policy guidance and assistance from Corporate HES. Corporate staff also audit HES performance and management systems and periodically report their findings to the Sunoco Leadership Team and the Corporate Responsibility Committee.

To assist in ensuring compliance with its policies, standards, and procedures, the company has established a formal compliance program. The company’s policies include:

Employees are required to take training on the business conduct compliance policies. Annually, employees must answer an online questionnaire to certify compliance with company policies and the law and to determine if they have any knowledge of possible violations of policy or law.

Employees always have the opportunity to report issues or knowledge of possible violations of policy or law either through their manager/supervisor or by means of the company’s compliance hotline. Employees are trained to understand that they can report issues (anonymously if desired) with the assurance that the issues will be thoroughly investigated.


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