Exhibit 99.1

 

 

 

TABLE OF CONTENTS
THE MEETING		P. 3
GOVERNANCE		P. 17
THE DIRECTORS		P. 36
EXECUTIVE COMPENSATION		P. 63
SCHEDULES		P.103

 

MEETING DETAILS   Wednesday, May 1, 2024 11:00 am (Calgary Time)   Access our fully virtual meeting at: https://web.lumiagm.com/424902861   Use password: cenovus2024   BUSINESS ITEMS   Appoint auditor        FOR PwC Elect directors        FOR named nominees Say on pay          FOR approach Shareholder rights plan     FOR reconfirmation

Director nominees

 

NOMINEE

BACKGROUND    EXPERIENCE

TENURE

COMMITTEE MEMBERSHIP

Bradley

65

M

Investment and energy

nominee

•

Casey

57

M

Oil and gas: Refining

4 years

•

•

•

Crothers

61

M

Oil and gas, and energy

< 1 year

•

•

•

Girgulis

67

M

Oil and gas, and law

< 1 year

•

Kinney

66

F

•

Finance

5 years

• Chair

•

•

Kwok

81

F

•

Investment

3 years

•

•

Little

54

F

•

Oil and gas: Midstream

1 year

•

•

•

Marcogliese

71

M

Oil and gas: Refining

8 years

•

• Chair

•

McKenzie

56

M

Oil and gas, and energy

1 year

Mongeau

62

M

•

Railway

7 years

•

• Chair

•

Pourbaix

58

M

Oil and gas, and energy

6 years

Sixt

72

M

Investment and telecom

3 years

•

•

Zygocki

66

F

•

Oil and gas, and energy

8 years

•

• Chair

•

Diversity includes nominees who identify as women, Indigenous peoples, persons with disabilities and/or members of visible minorities.

 

FULL COMMITTEE NAME		SHORT NAME
Audit Committee		Audit
Governance Committee		Governance
Human Resources and Compensation Committee		HRC
Safety, Sustainability and Reserves Committee		SSR

 

CENOVUS 2024 CIRCULAR		EXECUTIVE SUMMARY | 1

Leadership Updates

President & CEO and Board Chair succession

As part of the company’s leadership succession plan, effective at the conclusion of the 2023 annual general meeting (2023 meeting), Alex Pourbaix moved to the role of Executive Chair of the Board of Directors (Board) and Jon McKenzie became President & Chief Executive Officer (CEO). Mr. McKenzie was also elected to the Board at the 2023 meeting.

 

As Executive Chair, Mr. Pourbaix is responsible for providing leadership to the Board and ensuring ongoing strong governance, while supporting management’s execution of the company’s strategy. Concurrently with Mr. Pourbaix taking on the role of Executive Chair at the close of the 2023 meeting, Claude Mongeau, an independent Board member since December 2016, assumed the role of Lead Independent Director, with a primary objective of ensuring the Board continues to operate independently of management.

 

As Lead Independent Director, Mr. Mongeau is responsible for providing leadership to the Board and, in particular, the independent directors, with clearly delineated and

comprehensive duties, including the authority to call Board meetings and/or meetings of the independent Board members, approve meeting materials (including agendas) and be available to engage with shareholders and other key stakeholders on behalf of the Board.

Other Board and Board committee composition changes since the 2023 meeting

At the 2023 meeting, Keith MacPhail, Board Chair, retired. In connection with being appointed Lead Independent Director, Mr. Mongeau stepped down as Audit Committee Chair and Jane Kinney was appointed Audit Committee Chair. Canning Fok retired effective July 26, 2023. On November 1, 2023, Michael Crothers and James Girgulis joined the Board, with both joining the Governance Committee and, additionally, Mr. Crothers joining the HRC Committee. On December 31, 2023, Harold (Hal) Kvisle stepped down as Governance Committee Chair, remaining a member of the Governance Committee, and Mr. Mongeau was appointed Chair of the Governance Committee. Effective at the close of the 2024 annual general meeting (Meeting), Mr. Kvisle and Wayne Shaw have decided not to stand for re-election to the Board. In addition, Stephen Bradley has been nominated to stand for election at the Meeting.

Cenovus Leadership Team (CLT) transition

To reflect the further evolution of Cenovus as a company, the Board approved the following executive officer role changes effective September 1, 2023:

 

•

Kam Sandhar (Executive Vice-President, Strategy & Corporate Development) became Executive Vice-President & Chief Financial Officer (CFO).

 

•

Keith Chiasson (Executive Vice-President, Downstream) became Executive Vice-President & Chief Operating Officer (COO).

 

•

Drew Zieglgansberger (Executive Vice-President, Natural Gas & Technical Services) became Executive Vice-President & Chief Commercial Officer (CCO).

 

•

Doreen Cole (Senior Vice-President, Downstream Manufacturing) became Executive Vice-President, Downstream.

 

•

Andrew Dahlin (Executive Vice-President, Corporate & Operations Services) became Executive Vice-President, Natural Gas & Technical Services.

 

•

Jeff Hart (Executive Vice-President & Chief Financial Officer) became Executive Vice-President, Corporate & Operations Services.

 

CENOVUS 2024 CIRCULAR		EXECUTIVE SUMMARY | 2

THE MEETING

 

 

Dear Cenovus Shareholder,

Your vote is important to us and we invite you to attend our fully virtual Meeting at 11:00 a.m. (Calgary time) on Wednesday, May 1, 2024. Connect to the Meeting at this link: https://web.lumiagm.com/424902861.

You will hear about our key results for 2023 and our plans for the future. You will vote on your directors and other important items of business.

Finally, you will have the opportunity to hear the Meeting live and submit questions to the management team and the Executive Chair.

Please read this document to learn more about the Meeting, our governance practices, executives’ compensation and your director nominees.

If you have questions, please contact our strategic shareholder advisor and proxy solicitation agent, Morrow Sodali (Canada) Ltd., toll-free in North America at 1-888-777-1538 or by email at assistance@morrowsodali.com.

Our 2023 Annual Report is available on our website at cenovus.com. We encourage you to visit our website throughout the year for updated information and to find out more about our business. We look forward to seeing you at the Meeting.

Sincerely,

/s/ Alexander J. Pourbaix

Alexander J. Pourbaix

Executive Chair of the Board

 

 

IN THIS SECTION YOU WILL ALSO FIND:
Notice of Meeting			Page 4
General information			Page 5
Virtual Meeting information			Page 7
General voting information			Page 8
Beneficial shareholder voting			Page 10
Registered shareholder voting			Page 11
Business of the Meeting			Page 13

 

CENOVUS 2024 CIRCULAR		THE MEETING | 3

Notice of Meeting

2024 Annual General Meeting of the Shareholders of Cenovus Energy Inc. (Cenovus)

 

Date:		May 1, 2024
Time:		11:00 a.m. (Calgary time)
Place:		https://web.lumiagm.com/424902861

The business of the Meeting is to:

 

1.

Receive the audited financial statements for the financial year ending December 31, 2023.

2.

Appoint PricewaterhouseCoopers LLP as auditor.

3.

Elect directors for the coming year.

4.

Consider and, if deemed fit, approve a non-binding advisory resolution on our approach to executive compensation (say on pay).

5.

Consider and, if deemed fit, approve an ordinary resolution amending and reconfirming the Corporation’s shareholder rights plan.

6.

Transact any other business as may be properly brought before the Meeting.

You have a right to vote if you were a shareholder of Cenovus at the close of business on March 6, 2024. Find out how to vote starting on page 10 and read more about Cenovus in this management information circular in respect of the Meeting.

By order of the Board of Directors of Cenovus,

/s/ Gary F. Molnar

Gary F. Molnar

Corporate Secretary

 

CENOVUS 2024 CIRCULAR		THE MEETING | 4

General information

Cenovus

We use “we”, “our” and “Cenovus” to refer to Cenovus Energy Inc. in the rest of this document. We abbreviate our committee names as follows:

Audit Committee or Audit

Governance Committee or Governance

Human Resources and Compensation Committee or HRC Committee or HRC

Safety, Sustainability and Reserves Committee or SSR Committee or SSR

Date of information

Information is as of March 6, 2024, unless otherwise noted.

Common shares outstanding

Our common shares are traded on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE) under the symbol CVE. There were 1,866,489,724 common shares outstanding at the close of business on March 6, 2024.

Value of common shares

Various compensation components and share ownership guidelines are calculated using the price of our common shares. Unless otherwise noted, all calculations use $22.08, the closing price of our common shares on the TSX on December 29, 2023.

Owners of 10% or more of our common shares

To the knowledge of the directors and officers, no person or company beneficially owns or controls or directs, directly or indirectly, 10% or more of our outstanding common shares other than the following:

 

SHAREHOLDER		NUMBER OF SHARES		OWNERSHIP
Hutchison Whampoa Europe Investments S.à r.l. (Hutchison Whampoa)		316,927,051		16.98%
L.F. Investments S.à r.l. (LF Investments)		231,194,699		12.39%

Hutchison Whampoa is 100% indirectly owned by CK Hutchison Holdings Limited (CK Hutchison), a company with its principal place of business in Hong Kong, whose shares are traded on The Stock Exchange of Hong Kong Limited. Approximately 30.36% of CK Hutchison’s shares are held (directly or indirectly) by various trusts founded by the former chairman of the board of directors of CK Hutchison, Mr. Li Ka-Shing. Members of Mr. Li Ka-Shing’s family are discretionary beneficiaries of the trusts.

LF Investments is wholly owned (indirectly) by a trust founded by Mr. Li Ka-Shing. Members of Mr. Li Ka-Shing’s family are discretionary beneficiaries of the trust.

Indebtedness of directors and executive officers

Cenovus, including its subsidiaries, does not make loans to our directors or executives and there are no loans outstanding from us or any of our subsidiaries to any current or former director, director nominee, executive, employee or any associate of the foregoing, nor have there been at any time during 2023.

Interests in Meeting business and material transactions

None of Cenovus, our directors, director nominees, officers, or anyone associated or affiliated with any of them – an insider – has a material interest in any item of business at the Meeting.

No insider or informed person of Cenovus has or had during 2023 a material interest in a material transaction or proposed material transaction involving Cenovus.

 

CENOVUS 2024 CIRCULAR		THE MEETING | 5

Mailing of circular

This circular will be mailed on March 27, 2024, to our shareholders of record as at March 6, 2024, who have requested paper copies. See page 8 for information about the record date. We give materials to brokers, custodians, nominees and fiduciaries, and request the materials be sent to beneficial (non-registered) shareholders promptly.

Notice and access

Notice and access is being used to deliver this circular (and other Meeting-related materials) to both registered and beneficial shareholders. We are delivering your Meeting materials by providing you with a notice (Notice) and posting the materials on our website at cenovus.com. The materials will be available on the website starting March 27, 2024, and remain up for at least one full year. The Meeting materials can also be accessed with our public filings on our profile on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. We are mailing a paper copy to any shareholder who already requested a paper copy. You will receive a package in the mail with a notice (the Notice) outlining the matters to be addressed at the Meeting and explaining how to access and review the Meeting materials electronically, and how to request a paper copy at no charge. You will also receive a form of proxy or a voting instruction form in the mail so you can vote your shares. All applicable Meeting-related materials will be forwarded to beneficial shareholders at Cenovus’s expense.

Notice and access is an environmentally friendly and cost-effective way to distribute our documents as it reduces printing, paper use and postage. If you received the Notice only and would like a paper copy of the full materials, please follow the instructions provided in the Notice or send us a request as set out below.

Request paper circular and additional documents

We file an annual information form and annual report, which includes our financial statements and management’s discussion and analysis, with Canadian securities regulators. We will provide you, free of charge, a paper copy of the annual report, the annual information form and/or this circular on request. Please submit your request by contacting:

 

		corporate.secretary@cenovus.com
		Cenovus Energy Inc. 225 6 Ave SW PO Box 766 Calgary, AB T2P 0M5 Attention: Corporate Secretary

Additional information concerning Cenovus is available on our website at cenovus.com and our financial information is contained in our audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2023, which is available on our profile on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.

You can also get copies of any of our documents required to be filed with securities regulators by:

 

•

Accessing our public filings on our profile on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.

 

•

Going to the “Investor” section on cenovus.com.

Shareholder proposals

We must receive any shareholder proposal within the prescribed period and before 5:00 p.m. (Calgary time) on February 7, 2025 for it to be included in the circular and considered at the 2025 annual shareholder meeting.

Shareholders who wish to make a proposal should refer to section 137 of the Canada Business Corporations Act for a full description of the procedures to follow. You can send your proposal by registered mail to our Corporate Secretary at:

 

		Cenovus Energy Inc. 225 6 Ave SW PO Box 766 Calgary, AB T2P 0M5 Attention: Corporate Secretary

 

CENOVUS 2024 CIRCULAR		THE MEETING | 6

Shareholder proposed director nominees

If a shareholder wishes to nominate a person for election as a director of Cenovus at an annual shareholder meeting, the nomination must comply with the procedures in Section 5.03 of Cenovus’s By-law No. 1 (By-law).

The By-Law is available on cenovus.com, and on our profile on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.

Virtual Meeting information

The Meeting will be held virtually only. This allows a broader base of shareholders to participate regardless of their location.

Attending

To attend, access the Meeting online at:

 

•

https://web.lumiagm.com/424902861 with password “cenovus2024” (case sensitive).

Please sign into the Meeting 30 to 60 minutes early on a smartphone, tablet or computer. Use the latest version of Google Chrome, Safari, Microsoft Edge or Firefox as your web browser. If you are a:

 

•

Registered Shareholder, select “I have a Control Number/Username” and enter the control number from your proxy form and the password above.

 

•

Beneficial Shareholder, select “I have a Control Number/Username” and enter the 4-letter username that was sent to you via email after proxy voting cutoff. Note: You must have previously deposited your vote online or by mail and appointed yourself or a third-party as your proxy holder; AND registered your name or your appointee’s name at http://www.Computershare.com/CenovusEnergy.

 

•

Guest, select “I am a guest” and complete the requested information.

If you have any difficulties accessing the virtual Meeting, please visit the Frequently Asked Questions at https://go.lumiglobal.com/faq, or contact Lumi directly at support-ca@lumiglobal.com. You can also review our Virtual Meeting User Guide, included with this circular.

Questions

Registered shareholders and proxy holders may submit questions during the Meeting by typing the question into the question box on the main screen of the virtual Meeting platform.

Shareholders may also submit questions in advance of the Meeting by sending them to:

 

		corporate.secretary@cenovus.com
		Cenovus Energy Inc. 225 6 Ave SW PO Box 766 Calgary, AB T2P 0M5   Attention: Corporate Secretary

Questions relating to the business of the Meeting will be addressed during the Meeting. Similar questions may be aggregated by the moderator. All other questions will be answered following the close of the formal Meeting.

All questions and answers will be posted on our website following the Meeting.

Beneficial shareholders

Beneficial shareholders who appointed themselves as a proxy holder in accordance with the instructions provided by their nominee will be able to ask questions at the Meeting as noted above. See page 10 for more information.

Beneficial shareholders who did not appoint themselves as a proxy holder will be able to participate as guests at the Meeting.

Guests

Guests will be able to listen to the proceedings of the Meeting, but cannot vote or ask questions.

 

CENOVUS 2024 CIRCULAR		THE MEETING | 7

General voting information

Request for proxies

Our management is requesting your proxies for this Meeting and is paying for the costs incurred. We have retained Morrow Sodali (Canada) Ltd. (Morrow Sodali) to solicit proxies in Canada and the U.S. We are primarily using mail to communicate with you. However, our employees or Morrow Sodali may request your proxy by telephone, email, facsimile or personal interview.

We estimate Morrow Sodali’s fees will be up to approximately $40,000, in addition to certain out-of-pocket expenses.

Additionally, Cenovus may use the Broadridge QuickVote^™ service, which involves Morrow Sodali soliciting proxies on behalf of management by contacting non-objecting, non-registered owners of common shares to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the shareholder’s intermediary). While representatives of Morrow Sodali are soliciting proxies on behalf of management, which is recommending that shareholders vote FOR all the resolutions before the Meeting, shareholders are not required to vote in the manner recommended by management. The QuickVote^™ system is intended to assist shareholders in placing their votes, however there is no obligation for any shareholder to vote using the QuickVote^™ system, and shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this circular. Any voting instructions provided by a shareholder will be recorded and such shareholder will receive a letter from Broadridge (on behalf of the shareholder’s intermediary) as confirmation that their voting instructions have been accepted.

It is important to vote your common shares. Please submit your vote before the date indicated on your voting instruction form, or, if voting by proxy, by no later than 11:00 a.m. (Calgary time) on April 29, 2024, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time any adjourned Meeting is reconvened or any postponed Meeting is convened.

Record date

The record date for the Meeting is March 6, 2024. If you held common shares at the close of business on that date, you are entitled to receive notice of, attend and vote at the Meeting.

Voting securities and votes

Common shares are the only voting securities of Cenovus. Each common share entitles the holder to one vote at the Meeting.

Quorum

We can only decide business at the Meeting if we have a quorum – where two or more people attend the Meeting and hold or represent by proxy at least 25% of our outstanding common shares that are entitled to vote at the Meeting.

Voting instructions

If you specify how you want to vote on your proxy or voting direction form, your proxy holder will vote your common shares in the manner directed. If you do not indicate how you want to vote, your proxy holder will decide how to vote your common shares.

If you appoint Jon McKenzie or Alex Pourbaix, the Board and management members set out in the enclosed proxy or voting direction, and do not specify how you want to vote, your common shares will be voted as follows:

 

MATTER		VOTED
Appointment of PricewaterhouseCoopers LLP as auditor		FOR
Election of director nominees as directors		FOR
Non-binding advisory resolution on our approach to executive compensation (say on pay)		FOR
Amendment and reconfirmation of the shareholder rights plan		FOR

 

CENOVUS 2024 CIRCULAR		THE MEETING | 8

Approvals

You are voting on the appointment of the auditor, the election of directors, the non-binding advisory resolution on our approach to executive compensation (say on pay), and amendment and reconfirmation of the shareholder rights plan. A simple majority of votes cast at the Meeting (50% plus one vote) is required to approve each of these matters.

Amendments or other business

If amendments or other business are properly brought up at the Meeting, you or your proxy holder can vote as you or they see fit. We are not aware of any other business to be considered at the Meeting or any changes to the current business.

Vote counting and confidentiality

Computershare Investor Services, Inc. (Computershare) counts the votes made by proxy. Your vote is confidential unless you clearly intend to communicate your vote to management, if there is a proxy contest or validation issue, or as needed to comply with legal requirements.

New York Stock Exchange rules

A broker who is subject to the NYSE rules and holds common shares as a nominee for a beneficial shareholder (learn more about this on page 10) may not, for some items of business, vote your common shares on your behalf unless they have instructions from you. If you do not provide your instructions, the votes submitted for election of directors and other non-routine matters, will not count, but the number of common shares will be counted for quorum purposes.

Voting questions

Our transfer agent is Computershare. Please contact them if you have any questions about how your votes are counted.

 

		1-866-332-8898 (toll-free in North America) 1-514-982-7555 (direct from outside North America)
		1-888-453-0330 (toll-free in North America) 1-514-982-7555 (direct from outside North America)
		https://www-us.computershare.com/Investor/Contact/Enquiry
		Computershare Investor Services, Inc. 8th Floor, 100 University Avenue Toronto, ON, Canada M5J 2Y1

Other questions

Your vote is important to us. Please contact Morrow Sodali if you have any questions about the business items of the Meeting or the information in this circular.

 

		1-888-777-1538 (toll-free in North America) 1-289-695-3075 (collect from outside North America)
		1-877-218-5372 (fax from anywhere)
		assistance@morrowsodali.com
		Morrow Sodali Brookfield Place 181 Bay Street, Suite 2860 Toronto, ON, Canada M5J 2T3

 

CENOVUS 2024 CIRCULAR		THE MEETING | 9

Beneficial shareholder voting

Most people are beneficial shareholders. If you are a beneficial shareholder, your common shares are held in the name of a nominee (usually with a bank, trust company, stockbroker, trustee or some other financial institution or intermediary).

Voting options

 

		In person at the virtual Meeting – see below
		By submitting the proxy or voting instruction form – see below
		By telephone – see the enclosed voting instruction form
		Via the internet – see the enclosed voting instruction form

Voting at the virtual Meeting

If you plan to attend the virtual Meeting and wish to vote your common shares during the Meeting, insert your own name in the space on the enclosed proxy or voting instruction form to appoint yourself as your proxy holder. Then follow the signing and return instructions provided by your nominee. Once you have appointed yourself as proxy holder, you must ALSO register your name at http://www.Computershare.com/CenovusEnergy. See the section “Appointing a Proxy holder” below for more details.

You will then be able to:

 

•

Log in at https://web.lumiagm.com/424902861. We recommend that you log in at least one hour before the Meeting starts.

 

•

Click “Login” and then enter the 4-letter username that you received via email after proxy cutoff.

 

•

Enter password “cenovus2024” (case sensitive).

 

•

Follow the instructions to access the Meeting and vote when prompted.

You must be connected to the internet at all times in order to be able to vote when solicited. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure. Please refer to the virtual meeting guide filed on our profile at SEDAR+ at sedarplus.ca and on our website at cenovus.com for additional information.

Voting by proxy

The proxy form or voting instruction form that is sent to beneficial shareholders by the nominee or its agent will contain instructions as to how you can vote in advance of the Meeting. Please read such instructions carefully in order to ensure that your shares are voted at the Meeting. You may appoint a third-party as proxy holder to attend the Meeting and vote for you. Once you have appointed a third party as proxy holder, you must ALSO register their name at http://www.Computershare.com/CenovusEnergy. See the section “Appointing a Proxy holder” below for more details. Please note that proxy appointments are only permitted when voting online or by returning your proxy or voting instruction form by mail. Voting by telephone does not permit proxy appointments.

You likely have an earlier deadline for returning your proxy or voting instruction form to your nominee or its agent, so be sure to complete and return the form early, to allow enough time for your nominee or its agent to receive your voting instructions and then submit them before the proxy voting cut-off time. The Chair of the Meeting has the discretion to accept proxies received after the proxy deadline.

Revoking your proxy or changing your instructions

You may revoke your proxy by following the procedures provided by your nominee. If you have voted through your nominee and would like to change your mind and vote at the Meeting, contact your intermediary to discuss whether this is possible and what procedures you need to follow.

 

CENOVUS 2024 CIRCULAR		THE MEETING | 10

Registered shareholder voting

Very few people are registered shareholders. If you are a registered shareholder, you hold your common shares in your name and you may have in your possession a physical share certificate or direct registration system (DRS) advice.

Voting options

 

		In person at the virtual Meeting – see below
		By submitting a paper proxy form – see below
		By telephone – see the enclosed proxy form
		Via the internet – see the enclosed proxy form

Voting at the virtual Meeting

If you plan to attend the Meeting, you can vote in advance by completing or returning the enclosed proxy form as described under Voting by proxy below, or you may attend and vote at the Meeting:

 

•

Log in at https://web.lumiagm.com/424902861. We recommend that you log in at least one hour before the Meeting starts.

 

•

Click “Login” and then enter your 15-digit control number located on the form of proxy or in the email notification you received.

 

•

Enter password “cenovus2024” (case sensitive).

 

•

Follow the instructions to access the Meeting and vote when prompted.

You must be connected to the internet at all times in order to be able to vote when solicited. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure. Please refer to the virtual Meeting guide filed on our profile at SEDAR+ at sedarplus.ca and on our website at cenovus.com for additional information.

Voting by proxy

To vote in advance of the Meeting, please complete, sign, date and return the form in the envelope provided or you can vote by telephone or internet by following the instructions on your proxy form, or by facsimile using Computershare’s toll-free line at 1-866-249-7775 for calls within Canada and the United States or at 1-416-263-9524 for calls outside Canada and the United States, so that in each case the completed form arrives or the vote is submitted, as the case may be, no later than 11:00 a.m. (Calgary time) on Monday, April 29, 2024, or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the adjourned or postponed Meeting. The Chair of the Meeting has the discretion to accept proxies received after the proxy deadline.

You may also appoint a third-party as proxy holder to attend the Meeting and vote for you. Once you have appointed a third party as proxy holder, you must ALSO register their name at http://www.Computershare.com/CenovusEnergy. See the section “Appointing a Proxy holder” below for more details. Please note that proxy appointments are only permitted when voting online or by returning your proxy or voting instruction form by mail. Voting by telephone does not permit proxy appointments.

Changing or revoking your proxy

You may change the way you voted by proxy by sending a new proxy prior to the cut-off time to revoke your vote. Your latest proxy will be the only one that is valid.

You may revoke your proxy at any time before it is acted on. Deliver a written statement that you want to revoke your proxy to our Corporate Secretary before or on April 30, 2024, (or the last business day before the Meeting, if it is adjourned

 

CENOVUS 2024 CIRCULAR		THE MEETING | 11

or postponed), to the Chair of the Meeting c/o the Corporate Secretary on the date of the Meeting or the date of any adjourned or postponed Meeting, or in any other matter permitted by law.

If you have voted on the proxy form, you or your proxy holder may still vote in person at the virtual Meeting. Your vote at the Meeting will revoke your previously submitted vote by proxy.

Appointing a Proxy holder

The following applies to shareholders who wish to appoint a person (a “third-party proxy holder”), other than the management nominees identified in the form of proxy as proxy holder, to participate and/or vote at the Meeting. The persons named in the proxy or voting instruction form, Jon McKenzie and Alex Pourbaix, are directors and officers of Cenovus. A shareholder has the right to appoint a third-party proxy holder (who does not need to be a shareholder of the Corporation) to represent them at the Meeting, either by inserting the name of their chosen representative in the blank space provided in the proxy form or voting instruction form, as applicable, appointing that person as proxy holder and registering them online, as described below.

Shareholders who wish to appoint a third-party proxy holder to attend and participate at the Meeting as their proxyholder and vote their shares MUST submit their form of proxy or voting instruction form appointing that person as proxy holder AND register that proxy holder online, as described below. Registering your proxy holder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxy holder will result in the proxy holder not receiving a 4 letter username, which is required to vote at the Meeting, and they will only be able to attend as a guest.

 

•

Step 1: Appoint a proxy holder. To appoint a third-party proxy holder, insert that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted), and follow the instructions for submitting such document. This must be completed before registering such proxy holder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

 

•

Step 2: Register your proxy holder. To register a third-party proxy holder, shareholders must visit http://www.computershare.com/CenovusEnergy by no later than 11:00 a.m. (Calgary time) on April 29, 2024, and provide Computershare with the required proxy holder contact information so that Computershare may provide the proxy holder with a 4 letter username via email. Without a code, proxy holders will not be able to vote at the Meeting but will be able to participate as a guest.

Please note that proxy appointments are only permitted when voting online or by returning your proxy form by mail. Voting by telephone does not permit proxy appointments.

 

CENOVUS 2024 CIRCULAR		THE MEETING | 12

Business of the Meeting

Financial statements

Our consolidated financial statements for the year ended December 31, 2023, and the auditor’s report on those statements are included in the annual report and will be available at the Meeting. The annual report is also filed on our profile on SEDAR+ at sedarplus.ca and available to you on request.

Appointment of auditor

The Board recommends the appointment of PricewaterhouseCoopers LLP (PwC LLP) as the auditor for Cenovus until the close of the 2025 annual shareholder meeting. PwC LLP was first appointed as the auditor for Cenovus on November 30, 2009. We last conducted a request for proposal for the auditor in 2020.

The directors will be authorized to set the fees paid to our auditor.

Audit fees paid

The following table provides information about the fees billed to Cenovus for professional services rendered by PwC LLP:

 

CATEGORY		TYPE OF WORK BILLED FOR		2023 FEES ($ THOUSANDS)		2022 FEES ($ THOUSANDS)
Audit fees		Audit of consolidated financial statements and services normally provided for statutory and regulatory filings or engagements.		4,423		4,153
Audit-related fees		Assurance and services reasonably related to the audit or review of the annual financial statements not reported as Audit Fees, including fees for audit-related services for environmental, social and governance (ESG) disclosures, prospectuses and participation fees levied by the Canadian Public Accountability Board, and fees related to assets acquired or divested.		655		237
Tax fees		Tax compliance, tax advice and expatriate tax services.		137		227
All other fees		Review of Extractive Sector Transparency Measures Act filings and services around filings.		120		67
TOTAL				5,335		4,684

More information, including the Audit Committee mandate, is available in the annual information form for the year ended December 31, 2023. See page 6 for how to access the annual information form.

We recommend that you vote FOR the appointment of

PwC LLP as our auditor.

The people named in the enclosed proxy will vote FOR the appointment of PwC LLP as our auditor unless you tell them to withhold your vote.

Election of directors

The number of directors to be elected at the Meeting is 13, as decided by the Board. Each director will hold office until the end of the next annual general meeting or until a successor is duly appointed or elected. Our director nominees are:

Stephen E. Bradley

Keith M. Casey

Michael J. Crothers

 

CENOVUS 2024 CIRCULAR		THE MEETING | 13

James D. Girgulis

Jane E. Kinney

Eva L. Kwok

Melanie A. Little

Richard J. Marcogliese

Jonathan M. McKenzie

Claude Mongeau

Alexander J. Pourbaix

Frank J. Sixt

Rhonda I. Zygocki

You can find more information on all of the nominees starting on page 37. Each of the nominees brings important skills and experience to the Board. Each nominee is eligible and is willing to serve if elected.

We recommend that you vote FOR the election of each of these nominees.

The people named in the enclosed proxy will vote FOR the election of each of these nominees unless you tell them to vote against one or more of the nominees.

If for some reason a nominee is not available to serve at the time of the Meeting (and we know of no reason this would occur), the people named in the enclosed proxy will vote for a substitute nominee if one is proposed by the Board.

Majority voting policy

The Canada Business Corporations Act requires majority voting for the election of our directors, meaning that our directors will not be elected unless the votes cast in their favour represent a majority of the total votes cast for and against them by the shareholders. Our Policy on Directors’ Voting Procedures reflects this process.

Advisory vote on executive compensation (say on pay)

Since 2010 we have provided shareholders with a say on our pay programs. It helps us engage constructively, get meaningful feedback and ensure director accountability for executive compensation.

Last year, 98.33% of shareholders approved of our approach to executive compensation.

Our executive compensation programs are similar to last year. You can find full disclosure of how our pay aligned to performance for 2023 in the Executive Compensation section starting on page 63.

The Board will take the results of the vote into account when considering future compensation policies and decisions.

We anticipate your support. If the advisory resolution is not well-supported, the Board will consult with shareholders to better understand their concerns.

We recommend that you vote FOR the acceptance of our approach to executive compensation.

The people named in the enclosed proxy will vote FOR this non-binding advisory resolution unless you tell them to vote against it.

 

CENOVUS 2024 CIRCULAR		THE MEETING | 14

The text of the non-binding advisory resolution to be passed is set out below:

“Resolved that, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors of Cenovus Energy Inc. (Cenovus), the shareholders accept the approach of Cenovus to executive compensation disclosed in the management information circular dated March 6, 2024, delivered in advance of the 2024 annual meeting of shareholders.”

Shareholder rights plan

A shareholder rights plan for Cenovus (the Cenovus Shareholder Rights Plan) was adopted as of October 20, 2009, in connection with a plan of arrangement, effective November 30, 2009, and completed under Section 192 of the Canada Business Corporations Act involving Encana Corporation (Encana) and Cenovus, and subsequently amended and restated as of November 30, 2009, April 25, 2018, and January 1, 2021. In 2012, Cenovus shareholders approved various amendments, a restatement and a continuation of the Cenovus Shareholder Rights Plan for an additional three years. In 2015, shareholders reconfirmed the Cenovus Shareholder Rights Plan for an additional three years. In 2018, shareholders approved various amendments, a restatement and a continuation of the Cenovus Shareholder Rights Plan for an additional three years. On January 1, 2021, Cenovus acquired Husky Energy Inc. (Husky Energy) pursuant to a plan of arrangement under section 193 of the Business Corporations Act (Alberta) involving Husky Energy, the Husky Energy shareholders and optionholders, and Cenovus (the Arrangement), pursuant to which (among other things) Cenovus acquired all of the issued and outstanding common shares of Husky Energy in consideration for common shares and warrants to purchase common shares issuable pursuant to the Arrangement (Arrangement Warrants). At the special meeting of shareholders held on December 15, 2020, to consider the Arrangement, shareholders approved an ordinary resolution authorizing and approving, among other things, certain consequential amendments to the Cenovus Shareholder Rights Plan to ensure that an acquisition of common shares, or of rights to acquire common shares, pursuant to the Arrangement or dealings in share purchase rights issued in connection therewith did not inadvertently cause a trigger (flip-in) event under the Cenovus Shareholder Rights Plan, following which the share purchase rights outstanding thereunder might otherwise separate from the common shares and become exercisable. In 2021, Cenovus shareholders approved various amendments, a restatement and a continuation of the Cenovus Shareholder Rights Plan for an additional three years.

For the Cenovus Shareholder Rights Plan to continue in effect after this Meeting, it must be reconfirmed by a simple majority of votes cast by the Independent Shareholders at the Meeting. “Independent Shareholders” is defined in the Cenovus Shareholder Rights Plan, in effect, as all holders of common shares, excluding any Acquiring Person (as defined in the Cenovus Shareholder Rights Plan), any person that is making or has announced a current intention to make a take-over bid for the common shares, affiliates, associates and persons acting jointly or in concert with such excluded persons, and any employee benefit, deferred profit sharing, stock participation or other similar plan or trust for the benefit of employees of Cenovus unless the beneficiaries of the plan or trust direct the manner in which the common shares are to be voted. As of March 6, 2024, Cenovus is not aware of any shareholders that would be excluded from the vote on the basis that such holder is not an Independent Shareholder. If the 2024 Cenovus Shareholder Rights Plan Resolution is not approved, the Cenovus Shareholder Rights Plan will terminate on May 1, 2024.

The primary objectives of the Cenovus Shareholder Rights Plan are to provide every shareholder an equal opportunity to participate in a take-over bid made for Cenovus and to provide sufficient time to explore and develop all options to maximize shareholder value if such a bid is made. The Cenovus Shareholder Rights Plan encourages a potential acquiror to proceed either by way of a Permitted Bid (as defined in the Cenovus Shareholder Rights Plan), which requires the takeover bid to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the Board.

A summary of the principal terms of the 2024 Cenovus Shareholder Rights Plan is set out in Schedule C. The full text of the plan can be accessed on our profile at SEDAR+ at sedarplus.ca.

We recommend that you vote FOR the amendment and reconfirmation of the shareholder rights plan.

The people named in the enclosed proxy will vote FOR this resolution unless you tell them to vote against it.

 

CENOVUS 2024 CIRCULAR		THE MEETING | 15

The text of the resolution to be passed is set out below:

“Resolved that, as an ordinary resolution of the shareholders that:

1. The Amended and Restated Shareholder Rights Plan Agreement (the “2024 Cenovus Shareholder Rights Plan”) dated as of May 1, 2024, between Cenovus Energy Inc. (the “Corporation”) and Computershare Investor Services Inc. as Rights Agent, and as described in the Corporation’s management information circular dated March 6, 2024, and delivered in advance of the 2024 annual meeting of shareholders, is confirmed and approved.

2. The making on or prior to May 1, 2024, of any revisions to the 2024 Cenovus Shareholder Rights Plan as may be required by the Toronto Stock Exchange or by professional commentators on shareholder rights plans in order to conform the 2024 Cenovus Shareholder Rights Plan to versions of shareholder rights plans then prevalent for public reporting issuers in Canada, as may be approved by any two of the Executive Chair of the Board, the President & Chief Executive Officer, the Executive Vice-President & Chief Financial Officer, the Executive Vice-President & Chief Operating Officer, any Executive Vice-President or a director, is hereby approved.

3. The 2024 Cenovus Shareholder Rights Plan, as amended and restated in accordance with paragraphs 1 and 2 above, be and is hereby reconfirmed and approved.

4. Any director or officer of the Corporation is authorized and directed for and on behalf of the Corporation (whether under its corporate seal or otherwise) to enter into, to execute and deliver all such instruments, agreements, corollary agreements and documents, including all notices, consents, applications, acknowledgements, certificates and other instruments (herein the “Instruments”) and do, or cause to be done, all such other acts and things (herein “Acts”) as may be necessary for the purpose of giving effect to the foregoing resolutions or to comply with any Instrument or Act, and such Instruments and Acts authorized and approved by these resolutions shall constitute valid and binding obligations of the Corporation, and the performance by the Corporation under such Instruments and pursuant to such Acts is hereby authorized.”

Other business

If other matters are properly brought up at the meeting, you (or your proxy holder, if you are voting by proxy) can vote as you (or they) see fit. We are not aware of any other items of business to be considered at the Meeting.

 

CENOVUS 2024 CIRCULAR		THE MEETING | 16

GOVERNANCE

Highlights

 

Strong governance practices

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Robust Code of Business Conduct & Ethics for directors, officers and staff.

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Annual dedicated Board meetings on strategy.

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Director access to experts and external advisors.

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Prohibition on hedging transactions by directors, officers and staff.

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Risk-aware culture overseen by committees with relevant expertise.

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Responsive, active and ongoing shareholder engagement.

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Annual internal Board evaluations and regular third-party Board evaluations.

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Comprehensive clawback policy for executive compensation that complies with NYSE standards.

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In-depth orientation for new directors.   Sponsored continuing education for directors.

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Significant share ownership requirements for executives and directors.

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No issuance of blank-cheque preferred shares.   Comprehensive shareholder engagement program.

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New generation shareholder rights plan in place.   Transparent Board diversity targets and reporting.

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All committees responsible for oversight of environmental, social and governance (ESG) risk related to their mandate.

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Transparent ESG reporting (access it at cenovus.com under “Sustainability Reporting”).

 

IN THIS SECTION YOU WILL FIND:
Overview and structure			Page 18
Ethical business conduct			Page 20
Sustainability overview			Page 21
Board and executive diversity			Page 25
Board of Directors			Page 28
Committees			Page 30
Position guidelines			Page 33
Board assessment and renewal			Page 33
Director orientation and education			Page 35

 

CENOVUS 2024 CIRCULAR		GOVERNANCE | 17

Overview and structure

How we do our work at Cenovus is as important as what we do. We recognize that to deliver consistent, long-term shareholder value we must operate in a responsible manner that maintains and enhances our reputation. Delivering on this commitment requires good governance.

Our Board oversees the management of Cenovus’s business through a robust system of corporate governance and internal controls. This includes a comprehensive set of policies, standards and practices that guide the expected behaviour of our staff, management and Board.

Our governance structure also includes frameworks, such as our Enterprise Risk Management Policy and Cenovus Operations Integrity Management System, which help ensure we properly address risk in our business and embed safety and asset integrity in our work. See more about risk on page 29 and in the overview for each committee, starting on page 31.

Our directors and staff are annually required to review and commit to our Code of Business Conduct & Ethics (Code) and other key policies and standards. Through our Supplier Code of Business Conduct we also expect our service providers and suppliers to respect, uphold and communicate our corporate values and practices across their business enterprise and within their supply chains.

We have a number of channels available to confidentially report concerns about ethical business conduct, including an Integrity Helpline operated by a third-party service provider. Stakeholders, including local community residents and other members of the public, and our employees and contractors are encouraged to report any business conduct concerns through the Integrity Helpline. You can read more about the Integrity Helpline on page 20.

Legal requirements

Our governance practices meet or exceed all requirements that apply to us in Canada and the U.S. These include securities regulations and rules of the TSX and NYSE.

 

CENOVUS 2024 CIRCULAR		GOVERNANCE | 18

Structure

 

 

Shareholder engagement

We understand the value of constructive communication and meaningful engagement with our shareholders. Our Board is committed to transparency and informed dialogue with shareholders to assist it in leading Cenovus.

We have a Board Shareholder Communication & Engagement Policy that guides our shareholder communications and sets out our approach to shareholder engagement.

Shareholders and other interested parties can communicate with any director, including our Executive Chair and our Lead Independent Director, at:

 

		corporate.secretary@cenovus.com
		Cenovus Energy Inc. 225 6 Ave SW PO Box 766 Calgary, AB T2P 0M5 Attention: Corporate Secretary

Communication and external engagement activities

 

ITEM / ACTIVITY		DESCRIPTION
Shareholder engagement policy		Our Board Shareholder Communication & Engagement Policy reinforces our commitment to meaningful dialogue with shareholders. You can find a copy at cenovus.com.
Conference calls with investment community		Management held quarterly conference calls and webcasts with investors to review financial and operating results. You can find the recording of the most recent call at cenovus.com.
Investor Day		We hold an Investor Day biannually to provide updates on our 5-year plan. Our most recent Investor Day was held on March 5, 2024, and members of management, including the CEO and the Executive Chair, engaged with ~80 attendees comprising of analysts and shareholders. Through a formal presentation, management provided high-level guidance around our strategy, operations and financial framework. Post presentation, management engaged with shareholders and analysts informally to address questions they had with respect to the presented material.

 

CENOVUS 2024 CIRCULAR		GOVERNANCE | 19

ITEM / ACTIVITY		DESCRIPTION
Management shareholder/investor engagement program		Members of our executive team, including our CEO and CFO, as well as representatives from Investor Relations and Sustainability teams, had over 250 shareholder engagements throughout the year, including one-on-one meetings, investor roadshows and at conferences. These meetings involved dialogue on a number of topics, including director independence and commitments, and lobbying transparency.   Management attended various investor conferences, and held a significant number of meetings and conference calls with shareholders, noteholders and other investors throughout 2023, including ongoing engagement with representatives from Climate Engagement Canada (CEC) in connection with Cenovus’s inclusion in the CEC focus list, a group of CEC selected TSX-listed companies across various economic sectors that are strategically engaged for the alignment of expectations on climate risk governance, disclosure and the transition to a low-carbon economy in Canada.
Director shareholder/investor engagement sessions		Ms. Zygocki (Chair of HRC) and Mr. Mongeau (Lead Independent Director) met with representatives of the Canadian Coalition for Good Governance (CCGG) in May 2023. Topics discussed included Board composition and succession planning; shareholder engagement; risk and strategy oversight; executive compensation; and human capital management.

Ethical business conduct

Our principles and values, together with our Code, Sustainability Policy and Human Rights Policy, set out our commitment to conducting business ethically and legally. You can read these policies at cenovus.com.

Code of Business Conduct & Ethics (Code)

Our Code applies to all directors, officers and staff working on behalf of Cenovus in all locations where we conduct business. The Code is applicable in all jurisdictions in which Cenovus operates. Go to cenovus.com to read the full Code.

Our directors, officers and staff are expected to be familiar with and uphold our values, and adhere to the guidance set out in the Code. Each year, all directors, officers and staff are asked to review the Code and confirm they have read, understand and commit to observing and conducting themselves in accordance with its principles and requirements. Suppliers should review the Code and are encouraged to participate on all levels with the principles and guidance it provides.

Annual Code compliance is reported to SSR, which is then reported to the Board. Any waiver of the Code for officers or directors may only be made by the Board and will be promptly disclosed to shareholders to the extent required by law, rule, regulation or stock exchange requirement. No waivers of the Code have been made by the Board.

Integrity Helpline

The Integrity Helpline provides an avenue for anyone, both internal and external, to report concerns or questions they have about potential ethical, legal or workplace behaviour issues. The Integrity Helpline is independently operated by a third-party company and allows concerns to be shared confidentially or anonymously (if desired).

Concerns reported through the Integrity Helpline relating to violations of policies or standards are handled in accordance with our Investigations Standard and Investigations Process. A quarterly report of Integrity Helpline complaints is provided to the relevant Board committees at each regularly scheduled meeting.

Investigations process

Our Investigations Standard and Investigations Process provide effective and consistent procedures to receive, review and, where appropriate, investigate matters reported to Cenovus’s Investigations Committee.

Our Investigations Committee conducts and oversees investigations. They report violations related to any accounting, internal accounting controls or auditing matters to the Audit Committee. Board committees, including Audit, receive quarterly summaries on the nature and status of ongoing investigations. The committees report any significant or material investigations to our Board.

 

CENOVUS 2024 CIRCULAR		GOVERNANCE | 20

Policy on Disclosure & Employee Trading

Our Policy on Disclosure & Employee Trading applies to all staff and directors of Cenovus and its subsidiaries. We also have a Restricted Trading & Insider Standard for directors, officers and insiders that provides additional instruction on trading in Cenovus common shares and other securities, insider reporting, the treatment of material non-public information and trading blackouts.

Directors, officers and staff are prohibited from hedging transactions involving Cenovus common shares and other securities.

Compliance with the policy is reported to the Board by the Governance Committee.

Conflicts of interest and related party transactions

We have a Conflicts of Interest Standard, available on cenovus.com, and protocol to help our staff and directors manage in advance any potential conflicts of interest. In addition, Cenovus’s directors must comply with the conflict of interest provisions of the Canada Business Corporations Act, as well as applicable securities laws, in order to ensure that the directors exercise independent judgment in considering transactions and agreements in respect of which such director has a material interest.

Cenovus’s conflicts of interest and related parties disclosure protocol for directors includes the following:

 

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Directors complete an annual compliance questionnaire where they disclose entities for which they serve as a director, officer or in a similar capacity, and the Governance Committee reviews material relationships which may impact a director’s judgment during their annual independence assessment. This list is made available to all directors in the Directors’ Information Handbook. The annual compliance questionnaire also collects information on related parties (as defined by International Financial Reporting Standards (IFRS)) and the Audit Committee is responsible for reviewing and approving related party transactions between the Corporation and any executive officers or directors, including affiliations of any executive officers or directors. Directors must immediately advise the corporate secretarial team of any deletions, additions or other changes to any information provided.

 

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Where a real or perceived conflict of interest exists, appropriate mitigating activities will be undertaken by the director, such as excusing themselves from the meeting for that item of business or abstaining from the discussion and voting during that portion of the meeting.

 

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The Corporate Secretary will provide advance notice to the Board and executive team of any potential conflict of interest impacting a director and ensure the portion of Board or Committee materials related to the conflict is not distributed to such director.

 

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Cenovus’s transactions involving related parties, if any, are required to be publicly disclosed in accordance with applicable securities laws and Cenovus discloses the interest of management and others in material transactions where required by such laws. The oversight process is managed by Cenovus’s internal audit team in cooperation with the corporate secretarial team, who maintain a list of all affiliations and run a process annually to ensure that related party transactions are reported and disclosed as required. See our Annual Consolidated Financial Statements for further discussion on related party transactions.

Sustainability overview

We believe striking the right balance among environmental, economic and social considerations creates long-term, sustainable value. Sustainability is embedded in the way we do business. It means:

 

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Creating a safe and inclusive workplace.

 

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Consulting and collaborating with local and Indigenous communities.

 

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Innovating to minimize our impact on wildlife, water and the environment.

We integrate sustainability into our decision-making process and our capital allocation framework to support continued progress toward our ESG targets and help create long-term, sustainable value. We report to our stakeholders on our ESG practices and progress through our ESG report. You can access our most recent report at cenovus.com.

 

CENOVUS 2024 CIRCULAR		GOVERNANCE | 21

We remain committed to top-quartile safety performance and sustainability leadership. As part of that commitment, we continue to take steps to earn our position as a global energy supplier of choice. In 2023, we continued to make progress on our ESG targets, including our new methane milestone which contributes to our broader greenhouse gas (GHG) emissions reduction goal. Read more about our 2023 progress below, and our governance and oversight of ESG risks on the following pages.

Sustainability leadership and activity

Sustainability considerations help shape everything we do. They’re embedded in our strategy, business plans and capital allocation processes. This enables a realistic path to achieve our ESG goals and supports buy-in across the organization.

Our goal of sustainability leadership is a commitment to continued progress. In 2023, Board and management initiatives advanced or completed across our ESG focus areas included:

 

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Establishing a methane milestone to reduce upstream methane emissions by 80% by year-end 2028, from a 2019 baseline, which demonstrates our ongoing commitment to reducing methane emissions and supports our broader GHG reduction goals. Progress on GHG initiatives included advancing electrification projects in our conventional business, assessing subsurface and sequestration potential as part of our carbon capture and storage (CCS) projects at the Minnedosa Ethanol Plant and the Elmworth gas plant, and advancing CCS at our Lloydminster Upgrader and Christina Lake oil sands asset.

 

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Expanding the environmental metric in the 2023 corporate performance scorecard, which impacts compensation for all employees, including executive officers, to a sustainability performance index. This better reflect near-term activity driving progress toward our longer-dated ESG targets related to each of our five ESG focus areas: climate & GHG emissions, water stewardship, biodiversity, Indigenous reconciliation, and inclusion & diversity. In December 2023, the Board approved further changes to the sustainability performance index in the 2024 corporate performance scorecard, including replacing the caribou habitat measure with a measure targeting reclamation certificates received. They also approved expanding the absolute operated emissions (in CO2e) performance measure to include a methane emission reductions measure. This is aligned with our climate & GHG emissions target to reduce absolute GHG emissions by 35% by year-end 2035, from a 2019 baseline, including reducing upstream methane emissions by 80% by year-end 2028, and reach our long-term ambition for net zero emissions from operations by 2050.

 

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Continuing to advance restoration of caribou habitat and surpassing 2023 expectations on our reclamation of decommissioned well sites.

 

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Completing water management plans to identify asset and location-specific risks and opportunities, and identify action plans for several of our assets, including our Lloyd thermal assets.

 

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Meeting our target for spending with Indigenous businesses and achieving our highest level of annual spend to date.

 

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Approving amendments to the Code and the SSR Committee Mandate to more clearly articulate lobbying governance and alignment of our lobbying and public advocacy activities with our corporate objectives, strategy, targets and ambition, as well as increasing transparency by enhancing related information available on our website.

 

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Reaching and maintaining our Board diversity goals through Board appointments and transitions, resulting in four women out of thirteen director nominees at the Meeting. We also made progress on women in leadership, increasing women on our CLT to three of eleven members, and increasing women to 25.9% of all leaders. To read more about diversity on the executive and Board, see page 25.

 

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Launched MentalHealthMatters@Cenovus, a new employee-driven network to reduce stigma and support mental health in the workplace.

ESG risk oversight

Our governance structure includes Board and executive oversight, along with policies, standards, processes and procedures to guide the expected behaviours of our staff, how we run our facilities and how we manage risk. ESG risks are considered within our enterprise risk management program, which helps us identify, assess and manage key risks to our business. Key ESG risks, along with other ESG-related topics, are reviewed with the Board and committees on a regular basis.

The Board approves our corporate strategic plan, which takes into account the opportunities and risks to our business, including those related to ESG matters, and has oversight of our approach to sustainability and our related processes and

 

CENOVUS 2024 CIRCULAR		GOVERNANCE | 22

procedures. The Board is also responsible for oversight of the Corporation’s processes and procedures to mitigate environmental impacts (including climate change), addressing health and safety matters that may arise due to the Corporation’s activities, considering human capital management, and operating in a manner consistent with good governance and recognized standards. The four Board committees act in an advisory capacity to the Board and oversee specific ESG risks relating to their respective mandates, which are addressed as required and reported to the Board.

ESG governance leadership

 

 

Board and committee ESG oversight

Board. The Board oversees Cenovus’s approach to sustainability and receives reports and recommendations from management and committees on ESG matters for which they are responsible or have oversight. It also reviews Cenovus’s processes and procedures to:

 

•

Mitigate environmental impacts (including climate change).

 

•

Address health and safety matters that may arise due to Cenovus’s activities.

 

CENOVUS 2024 CIRCULAR		GOVERNANCE | 23

•

Consider human capital management.

 

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Operate in a manner consistent with good governance and recognized standards.

Audit. The Audit Committee oversees financial impacts from evolving ESG matters, including climate change. In particular, it oversees the potential financial impact of ESG matters, including climate, risks and exposures on Cenovus’s:

 

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Access to capital from our lenders, debt investors and equity investors.

 

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Access to insurance coverage.

 

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Credit ratings.

The Audit Committee also reviews ESG matters related to asset retirement obligations and financial disclosure matters.

HRC. The HRC Committee oversees human resources and compensation matters. Specific ESG oversight includes:

 

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Organization and talent management strategies.

 

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People strategy.

 

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Culture.

 

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Health and wellness.

 

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Engagement.

 

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Inclusion and diversity (I&D), including progress related to Cenovus’s I&D targets.

 

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Compensation, including ESG performance metrics in compensation plans and pension governance.

Governance. The Governance Committee oversees governance of all ESG matters, including Board diversity.

The Governance Committee makes recommendations to the Board on the allocation of oversight of emerging or developing ESG matters to the appropriate committee.

SSR. The SSR Committee oversees the implementation of our ESG commitments pursuant to our Sustainability Policy, including:

 

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Sustainability, including safety and health, environment and climate change, asset integrity, and stakeholder engagement policies, performance, reporting and disclosure.

 

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Implementation of Cenovus’s ESG strategy.

 

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Critical incidents impacting Cenovus’s assets or operations involving environmental damage or reputational impacts.

 

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Remedial or mitigating action taken to manage an identified sustainability risk, including environment (including abandonment and reclamation obligations), health, safety or climate change.

 

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Risks related to alignment of the Corporation’s direct and indirect lobbying and public advocacy activities, including political contributions, with its corporate objectives, strategy, targets and ambition.

ESG report

We recognize the importance of reporting in an open and accountable manner and have been reporting on our sustainability performance since the early 2000s.

Our reporting is guided by the principles of accuracy, balance, clarity, comparability, reliability and timeliness. In an effort to provide information that is useful to investors and other stakeholders, we align our ESG reporting with:

 

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Recommendations from the Task Force on Climate-related Financial Disclosures (TCFD).

 

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Guidance from the Sustainability Accounting Standards Board (SASB).

 

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Sustainability reporting guidance for the oil and gas industry published by Ipieca, where there is no guidance within SASB.

We also incorporate references to the United Nations Sustainable Development Goals that are most aligned with our ESG focus areas.

 

CENOVUS 2024 CIRCULAR		GOVERNANCE | 24

In the 2022 ESG report, we included progress to date on our ESG targets and provided further detail on plans to achieve them. We also highlighted relevant actions taken during 2022.

Our 2022 ESG report is available on our website at cenovus.com.

Board and executive diversity

Cenovus recognizes and embraces the benefits of having diverse Board and management teams. Diverse teams include, and make good use of, varying skills, expertise and industry experience, and benefit from different perspectives gained through lived experience.

Current targets and progress – Board and leadership

We report diversity progress in four areas:

 

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Board diversity: Women, Indigenous peoples, persons with disabilities and members of visible minorities among non-management Board members.

 

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Executive diversity: Women, Indigenous peoples, persons with disabilities and members of visible minorities among executive team members.

 

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Women on the Board: Women among non-management Board members.

 

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Women in leadership: Women in leadership roles (team lead, coordinator, supervisor or above).

Diversity targets and progress as of March 1, 2024

 

AREA		TARGET       PERCENTAGE		TARGET       DATE		CURRENT STATUS		CUMULATIVE       PROGRESS		ANNUAL       PROGRESS
Board diversity		40		End of 2025		41.7%		+5.3%		-8.3%
Women on the Board		30		End of 2025		33.3%		+6.1%		–
Women in leadership		30		End of 2030		25.9%		+1.9%		+0.1%

Target percentage for Board diversity and women on the Board, indicates representation among non-management members of the Board, which excludes Mr. Pourbaix and Mr. McKenzie, and for women in leadership, includes team lead, coordinator, or supervisor positions and above.

Cumulative progress is calculated from the adoption of the current Board diversity aspiration in November 2021, and from year-end 2019 for the leadership diversity target.

Women on the Board In 2022, the Board committed to having at least 30% women on the Board (including management directors) by the close of the 2023 annual meeting and we realized our commitment at that time, with four of our 12 (30.7%) directors identifying as women. Cenovus continues to aspire to reach and maintain its aspirational target included in the Board Diversity Policy to have at least 40% of non-management directors representing designated groups, including at least 30% representation by women, by year-end 2025. Board composition proposed for the 2024 Meeting satisfies the Board Diversity Policy aspirations.

Women in leadership Between March 1, 2023, and March 1, 2024, the number of leadership roles increased by 135, of which 36 of the 135 are held by women, and we have made positive progress towards our overall women in leadership target on a cumulative and annual basis. Although various factors (e.g. natural attrition rates, acquisitions, divestitures, retirement etc.) can impact the overall number of leaders at the company at any given time (regardless of gender), the driving circumstance remains that as an industry we have more men than women in our active and potential workforce. To help address this imbalance, Cenovus is strengthening its strategy to attract and retain women employees.

 

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Current diversity status as of March 1, 2024

 

		WOMEN										INDIGENOUS PEOPLES										VISIBLE MINORITIES										PERSONS WITH DISABILITIES										NUMBER OF MEMBERS IN GROUP					NUMBER OF INDIVIDUALS THAT ARE MEMBERS OF MORE THAN ONE DESIGNATED GROUP
		#					%					#					%					#					%					#					%
Board				4					28.6	%				0					0.0	%				1					7.1	%				1					7.1	%				14			1
Executives				3					27.3	%				0					0.0	%				1					9.0	%				0					0.0	%				11			0

Diversity calculations for both the Board and executives above include both Mr. Pourbaix and Mr. McKenzie.

2023 diversity changes

 

		WOMEN								2023 PROGRESS				INDIGENOUS PEOPLES								VISIBLE MINORITIES								2023 PROGRESS				PERSONS WITH DISABILITIES
		Joined				Left								Joined				Left				Joined				Left								Joined				Left
Board			1				0				+1				0				0				0				1				-1				0				0
Executives			1				0				+1				0				0				0				0				–				0				0

On January 1, 2023, Ms. Little joined the Board, on September 1, 2023, Ms. Cole joined the CLT and on July 26, 2023, Mr. Fok retired from the Board.

Board Diversity Policy

Our written Board Diversity Policy commits us to seeking highly qualified directors and to consider diversity when determining the best composition for the Board. Our diversity criteria include gender, Indigenous identity, disability, ethnicity, age and other distinctions between directors. The Governance Committee monitors the implementation of the Policy and assesses, at least annually, the effectiveness of the policy at achieving our Board diversity objectives by conducting periodic assessments to consider the level of representation on the Board of the various attributes enumerated in the Board Diversity Policy, including gender diversity. The Board members also have the opportunity to evaluate, annually, the effectiveness of the director selection and nomination process through the board assessment process described on page 33.

Diversity targets for directors

In 2021, the Board revised the existing aspirational target included in the Board Diversity Policy to have at least 40% of non-management directors representing designated groups, including at least 30% women, by year-end 2025. Composition of the Board nominees proposed for election at the 2024 Meeting satisfies our 2025 aspirational targets for Board diversity.

The Board has not established separate targets for each of the number of visible minorities, persons with disabilities or persons with Indigenous identity on the Board. The Board has determined that, at this time, additional targets would not be the most effective way of ensuring the Board is composed of individuals with diverse attributes and backgrounds, and believes its current make up reflects the principles of diversity set out in the Board Diversity Policy.

Process

While diversity is an important and valuable consideration, all nominations or appointments are made on merit, in the context of the skills, differences, expertise, experience and independence which the Board as a whole requires to be effective.

 

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The Board engages in an active renewal process, led by the Governance Committee. An external search firm is generally used to identify candidates. Searches focus on well qualified and diverse candidates who will support the evolving business needs of Cenovus. In 2023, the Board engaged in an active search for a potential new director while applying the aforementioned principles and criteria. These efforts resulted in the recruitment and appointment of Mr. Crothers effective November 1, 2023. Mr. Girgulis, a former executive of predecessor Husky Energy, was also appointed effective November 1, 2023. Mr. Crothers and Mr. Girgulis each bring extensive oil and gas industry experience to the Board. Mr. Fok retired from the Cenovus Board effective July 26, 2023. Read more about our Board renewal process on page 34.

The Governance Committee and the Board are satisfied that new director candidates selected are the right candidates for the Board based on the skills, expertise and experience Cenovus needs, including relating to ESG, climate and diversity considerations.

Diversity targets for leadership and executives

In December 2021, Cenovus announced new ESG targets, including a target to increase women in leadership roles (team lead, coordinator, supervisor or above, including women in executive officer positions) to 30% by year-end 2030, from a 2019 baseline.

Cenovus has not yet adopted any formal targets or timelines for representation of Indigenous peoples, persons with disabilities or members of visible minorities among executive officer positions. We conducted a voluntary self-identification survey for employees in 2022 to establish a baseline for our Canadian and U.S. employee base and will continue to consider opportunities to enhance the diversity of our workforce. Based on data received from Cenovus’s inaugural self-identification survey, evaluation of industry practices and evolving stakeholder feedback, the company plans to enhance its focus on creating an inclusive and respectful work environment for everyone rather than setting an additional I&D target as initially communicated.

Process

A key role of our Board is to ensure that our executive team has the varying skills, expertise and industry experience to be effective. The Board is committed to identifying and appointing executive officers who are members of underrepresented groups. Diversity criteria for executives include gender, Indigenous identity, disability, ethnicity, age and other distinctions.

We do not have a formal framework for the representation of designated groups in executive officer appointments, however we are mindful of the importance and value of having a diverse representation of designated groups in senior management. One way we are growing diversity in our senior management pipeline is a succession plan that includes almost 50% female candidates.

 

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Board of Directors

Independence

The Board reviews director independence annually. The Board looks at the business, family and other relationships of each director and considers whether there is any material relationship, including relationships which could, in the view of the Board, interfere with the director’s independent judgement.

All but three of the directors proposed for nomination at the Meeting are independent. Mr. McKenzie is our CEO and Mr. Pourbaix is Executive Chair and, as executives of Cenovus, are not independent. To ensure the continued independence of the Board, Mr. Mongeau is Lead Independent Director. See page 2 for more information.

Additionally, Mr. Girgulis joined the Board and Governance Committee on November 1, 2023, and is non-independent due to his past work as an executive officer of predecessor company Husky Energy and his work as Special Advisor to the Executive at Cenovus until March 31, 2022, following the company’s combination with Husky Energy. Mr. Girgulis was appointed to the Governance Committee as his legal and governance expertise is expected to assist the Committee in carrying out its mandate and he provides a shareholder perspective. The Governance Committee continues to be constituted with a majority of independent directors, and remains able to provide independent oversight of management.

The Board reviewed the independence of Mr. Sixt in light of his involvement in the Husky Energy transaction. In 2022 and 2023, the Board considered the amount of time since the transaction, input from Mr. Sixt, and the Canadian and NYSE standards for director independence in finding Mr. Sixt to be independent. The Board’s assessment of Mr. Sixt’s independence was re-confirmed in 2024.

Committees

All Board committees, except for Governance, are composed entirely of independent directors. See page 30 for more information.

Executive Chair, Lead Independent Director and CEO

The roles of Executive Chair and CEO will continue to be separate, with Mr. Pourbaix as Executive Chair and Mr. McKenzie as CEO. Mr. Mongeau is our Lead Independent Director and ensures the Board operates independently of management and that delineation of responsibilities of the Board and management are well understood and respected.

Meetings

All Board meetings (regular and special) include a scheduled session with only independent directors. No members of management are present, which facilitates open and candid discussion.

Roles and responsibilities

The Board’s key roles are to:

 

•

Appoint a competent executive team.

 

•

Oversee the management of the business.

In support of these roles, the Board employs a system of corporate governance and internal controls to ensure ethical and legal corporate conduct.

The corporate governance system includes:

 

•

Individual director expectations.

 

•

Defined mandates for the Board and committees (all available at cenovus.com).

 

•

Written position guidelines for the CEO, Executive Chair, Lead Independent Director and committee chairs.

The Board also has responsibility for approving communications policies. See page 19 for more information.

 

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Individual director expectations

Cenovus directors are expected to attend all meetings, having reviewed the meeting materials in advance.

Our directors must also follow the Code. See page 20 for more details.

Board Mandate and responsibilities

Our complete Board Mandate is included in Schedule B and available at cenovus.com. The key areas of Board responsibility are set out below.

 

CEO		•   Appoint. •   Monitor performance against corporate objectives that maximize shareholder value. •   Ensure a process is in place that adequately provides for succession planning, including the appointing, training and monitoring of senior management.
Strategic plan		•   Approve annually, including key objectives, operating and financial targets, and risk identification, monitoring and mitigation. •   Receive regular updates on progress. •   Approve annual operating and capital budgets.
Compensation		•   Approve for the CEO and the Executive Chair. •   Approve for Directors. •   Approve incentive compensation plans and grant agreements.
Risk management		•   Approve Enterprise Risk Management (ERM) Policy and oversee ERM program (read more below under Risk Management). •   Ensure a system is in place to identify principal risks and that the best practical procedures are in place to monitor and mitigate them. •   Receive regular reports on risk and risk management from committees and management.
Governance		•   Establish corporate governance systems, polices and practices to ensure the Board functions independently of management. •   Approve financial statements and other public disclosure. •   Ensure adequate system of internal control exists. •   Approve Code and monitor compliance. •   Clearly define limits on management’s authority.

Risk management

The Board committees have oversight of and report to the Board about risks related to each committee’s mandate. The Board remains responsible for ensuring that a system is in place to identify Cenovus’s principal risks, and that the best practical procedures are in place to monitor and mitigate such risks.

As of April 26, 2023, oversight of cyber security risk lies with Audit and management reports to the committee quarterly on information security and cyber security matters. Cenovus’s cyber security management program is a risk-centric program ensuring cyber security risks are identified, analyzed and managed throughout their life cycle, and falls under the overarching enterprise risk management program. Cenovus’s information technology management controls (including Sarbanes-Oxley) are annually audited by an external consultant. Our employees, contractors and directors receive annual information security training as part of the cyber security awareness program.

The Governance Committee is responsible for reviewing and recommending to the Board the oversight of principal or emerging risks to each of the Board committees or the Board itself.

 

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The general categories of risks overseen by the Board and each of the committees are set out below. Find details of each committee’s risk oversight in the committee descriptions starting below.

 

BOARD OF DIRECTORS
•   CORPORATE STRATEGY   •   ENTERPRISE RISK MANAGEMENT PROGRAM   •   OPERATING AND FINANCIAL PERFORMANCE
AUDIT		GOVERNANCE		HUMAN RESOURCES & COMPENSATION		SAFETY, SUSTAINABILITY & RESERVES
•   Financial reporting •   Financial statements and controls •   Internal and external auditors		•   Board and corporate governance •   Director nomination and compensation •   Strategic market risk management		•   Compensation and benefit programs, including executive compensation •   People strategy and I&D		•   Safety and health •   Sustainability-related matters •   Reserves disclosure

Committees

Our committees assist the Board in overseeing our business. The committees allow for a division of the workload, including risk oversight in specific areas, and a concentration of expertise relevant to their work. A chart of our committees, committee members and 2023 director attendance at meetings is on page 50. More details on Board and committee ESG oversight is on page 23.

Audit Committee

Members. Ms. Kinney (Chair), Mr. Marcogliese, Mr. Mongeau and Mr. Shaw. Following the Meeting, Mr. Shaw will no longer be a committee or Board member because he is not standing for re-election.

Member requirements. All members of Audit are financially literate and independent according to Canadian securities laws. The Board has designated Ms. Kinney and Mr. Mongeau as audit committee financial experts.

Members may not serve on more than two other public company audit committees without Board approval. The Board considers whether the member’s ability to effectively serve Audit will be impaired by additional commitments.

Primary responsibilities. Oversees and reviews our market risk management framework and management’s identification of significant financial risks or exposures. It meets regularly to review reports and discuss significant risk areas with internal and external auditors.

Primary duties. Oversees and monitors:

 

•

The effectiveness of our accounting and financial reporting processes, including the integrity of financial statements, the system of internal controls regarding accounting and financial reporting disclosure, and compliance.

 

•

Our market risk management framework, including supporting guidelines and policies on the management of commodity price, currency (foreign exchange) and interest rate market risk.

 

•

Management’s identification of and risk management processes for principal financial risks.

 

•

The qualifications, independence and performance of the external auditor and internal audit group.

 

•

All related party transactions between the Corporation and any executive officers or directors, including affiliations of any executive officers or directors.

Audit oversees audits of our financial statements. It also provides an avenue for communication among the external auditor, management, the internal audit group and the Board.

 

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Risks overseen. Reviews or oversees and reports to the Board about risks related to:

 

•

The design and operating effectiveness of our market risk management control framework and the processes to manage such risks.

 

•

Non-compliance with regulations and policies relating to matters within the Audit Committee’s mandate.

 

•

All financial filings and public documents, including Cenovus’s and any subsidiary with public securities’ annual audited financial statements and related documents.

 

•

All unaudited financial statements and related documents, and other filings and public documents, as to financial information.

 

•

The evaluation, appointment, compensation, retention and work of the external auditor.

 

•

Together with management, the appointment, compensation, replacement, reassignment or dismissal of the head of internal audit.

 

•

The receipt, retention and treatment of complaints received by Cenovus regarding accounting, internal accounting controls or auditing matters.

 

•

Significant financial risks or exposures, including those related to ESG matters, such as climate change.

 

•

Cyber security (read more about Risk Management on page 29).

 

•

Principal or emerging risks assigned to Audit by the Board, as recommended by Governance.

Governance Committee

Members. Mr. Mongeau (Chair), Mr. Crothers, Mr. Girgulis, Mr. Kvisle, Ms. Kwok, Mr. Sixt and Ms. Zygocki. Following the Meeting, Mr. Kvisle will no longer be a committee or Board member because he is not standing for re-election.

Member requirements. All members of Governance are independent directors according to Canadian securities laws, except for Mr. Girgulis. The Committee maintains independence by ensuring a majority independent committee.

Primary responsibilities. Assists and makes recommendations to the Board on corporate governance matters, including issues or principles related to risk governance, allocation of principal and emerging risk oversight, as well as strategic market risk management. Also assists with Board composition and nomination, and director compensation.

Primary duties. Reviews and makes recommendations to the Board on:

 

•

Corporate governance principles for Cenovus.

 

•

Appropriate changes and updates to Board and committee mandates.

 

•

Succession planning for the Board as a whole, including:

 

○

Assessing the progress on diversity objectives.

 

○

Reviewing the effectiveness of the Executive Chair.

 

○

Identifying and recommending individuals qualified to become Board members.

 

○

Annually recommending nominees for election to the Board at the annual meeting.

 

•

Overseeing evaluations of the Board, its committees and the directors (see page 34 for more).

 

•

Compensation and share ownership guidelines for directors (see page 61 for more).

 

•

The direction and effectiveness of management’s strategic market risk management programs related to commodity price, currency (foreign exchange), and interest rate market risk, and review of the program principles, design and performance.

 

•

Governance of ESG matters, including allocating oversight of emerging or developing ESG matters to the appropriate Board committee.

The Governance Committee approves the succession planning process for the CEO and also monitors best practices among major Canadian and U.S. companies to ensure Cenovus holds itself to a high standard of corporate governance.

 

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Risks overseen. Reviews or oversees and reports to the Board on risks related to:

 

•

Corporate governance, including issues related to risk governance.

 

•

Directors’ compensation.

 

•

Director nomination proposals.

 

•

Effectiveness of management’s strategic market risk management programs.

 

•

Shareholder proposals and engagement.

 

•

Principal or emerging risks assigned to Governance by the Board, as recommended by Governance.

Human Resources and Compensation Committee (HRC)

Members. Ms. Zygocki (Chair), Mr. Casey, Mr. Crothers, Mr. Kvisle and Ms. Little. Following the Meeting, Mr. Kvisle will no longer be a committee or Board member because he is not standing for re-election.

Please see page 67 for information on their qualifications related to human resources and compensation.

Member requirements. All members of HRC are independent according to Canadian securities laws.

Primary responsibilities. Makes recommendations to the Board on compensation and human resources matters. HRC also assists the Board in carrying out its responsibilities as sponsor of Cenovus’s pension plans and non-pension saving and investment plans.

Primary duties. Reviews and makes recommendations to the Board on:

 

•

Organization-wide people strategy, including culture, engagement and I&D in support of Cenovus’s business strategy.

 

•

Compensation philosophy and design of compensation programs and plans.

 

•

CEO, Executive Chair and employee compensation.

 

•

Succession planning for senior management, including annually (at a minimum) reviewing with the CEO and Senior Vice-President, People Services:

 

○

Succession plans, including long-term executive development to ensure leadership sustainability and continuity.

 

○

The internal talent pool.

 

○

Retirements, illness, disability and unplanned absences.

 

•

Performance metrics (including ESG, operating and financial) in annual and long-term compensation plans.

 

•

Information provided by our management pension committees on our pension plans and non-pension savings and investment plans. See page 79 for more details.

HRC also has the authority to approve executive vice-president compensation.

Risks overseen. Reviews or oversees and reports to the Board on risks related to:

 

•

People strategy, culture, engagement and I&D.

 

•

Compensation and benefit programs.

 

•

Annual and long-term incentives.

 

•

Pension and investment matters.

 

•

Cenovus’s financial and reputational well-being related to compensation and benefit policies and incentives.

 

•

Principal or emerging risks allocated to HRC by the Board as recommended by the Governance Committee.

Safety, Sustainability and Reserves Committee (SSR)

Members. Mr. Marcogliese (Chair), Mr. Casey, Ms. Kinney, Ms. Little and Mr. Shaw. Following the Meeting, Mr. Shaw will no longer be a committee or Board member because he is not standing for re-election.

Member requirements. All members of SSR are independent according to Canadian securities laws.

Primary responsibilities. Oversees and monitors our commitments to promoting a culture of safety, integrating the Sustainability Policy into our practices and behaviours, and compliance with our Code. The committee also reviews matters related to our reserves and resources, including public disclosure.

 

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Primary duties. Reviews and reports or makes recommendations to the Board on:

 

•

Implementation by management of policies and procedures regarding process and occupational safety performance.

 

•

Integration of the Sustainability Policy, including social, environmental and economic considerations throughout the business.

 

•

Changes to and compliance with our Code.

 

•

Cenovus’s procedures regarding the disclosure of oil and gas activities under applicable regulations.

 

•

Annual selection of the independent qualified reserves evaluators.

 

•

Approval of expected fees of the independent qualified reserves evaluators.

 

•

Reserves data disclosure.

 

•

Disclosure on matters addressed in the Sustainability Policy, including ESG disclosure.

SSR also stewards our ESG commitments under the Sustainability Policy. See page 24 for more details.

Risks overseen. Reviews, or oversees and reports to the Board on risks related to:

 

•

Safety performance and programs in place to mitigate safety incidents.

 

•

Non-compliance with regulations and policies relating to matters within the Committee’s mandate.

 

•

Alignment of Cenovus’s direct and indirect lobbying and public advocacy activities, including political contributions, with its corporate objectives, strategy, targets and ambition.

 

•

Reserves governance and resource disclosure data and the procedures relating to the disclosure of such information.

 

•

Sustainability, including safety and health, environment and climate change, engagement with the public including Indigenous and other communities, and related ethical and reputational impacts and disclosure.

 

•

Persistent trends and high-risk observations resulting from periodic management system assurance activities.

 

•

Remedial or mitigating actions taken to manage identified health and safety, environment and climate change, and other sustainability risks, including abandonment and reclamation obligations.

 

•

Principal or emerging risks allocated to SSR by the Board as recommended by the Governance Committee.

Position guidelines

The Board has approved general guidelines for the CEO, the Executive Chair, the Lead Independent Director and the committee chairs. Go to cenovus.com for full copies of each of the guidelines.

CEO. The CEO’s main responsibility is leadership of the business and operations of Cenovus. The CEO is responsible for aligning the company with the corporate strategy and objectives approved by the Board. The CEO may only take action within the authority limits delegated by the Board.

Executive Chair. The Executive Chair’s main responsibility is to provide overall leadership to the Board. The Chair is responsible for enhancing the effectiveness of the Board, the committees and the individual directors of the Board.

Lead Independent Director. The Lead Independent Director’s responsibility is to ensure the Board continues to operate independently of management, provide leadership to the Board, and in particular, independent directors, and engage with shareholders and other key stakeholders on behalf of the Board.

Committee Chairs. The main responsibility of the Chair of any Board committee is to effectively manage the duties of the committee. The Committee Chair ensures the Committee is properly organized, functions effectively and meets its obligations and responsibilities.

Board assessment and renewal

The Governance Committee is responsible for both Board assessment and renewal. Board assessment includes the annual evaluation of the effectiveness of the Board, committees and each director. Board renewal activities identify the skills, expertise, experience and diversity required to effectively oversee our business activities.

 

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Board assessment

Board assessments are conducted by an external third-party at least every three years and otherwise annually through an internal assessment. We completed an external Board assessment in 2023. It included anonymous effectiveness questionnaires, individual interviews, and self and peer evaluations of all directors. A final report was presented to the Board and each individual director was also provided a confidential performance evaluation that was shared with the Lead Independent Director and Executive Chair. The Executive Chair also met individually with each director to discuss the results of the assessment.

The Chair of the Governance Committee also meets with the Executive Chair to discuss their effectiveness. The Governance Committee also assesses:

 

•

The adequacy of information given to directors.

 

•

Communication between our Board and management.

 

•

The processes of the Board and Board committees.

The Governance Committee recommends to our Board any changes to enhance the overall effectiveness of the Board and its committees.

Board renewal

Our Board composition and renewal reviews are a continuous process. The Governance Committee annually reviews each director’s knowledge, skills, experience and meaningful contributions, using the skills and experience matrix set out on page 51. The Governance Committee also identifies retiring Board members.

The Governance Committee and Board identify those gaps in skill, expertise and industry experience that are most important to Cenovus in light of best practices, the Board Mandate, the Board Diversity Policy and our long-term plans. The Governance Committee regularly considers potential director candidates to ensure continuous Board renewal.

At least every five years, the Board will consider whether to set up a renewal program to achieve the desirable Board composition in a reasonable period of time.

Director nominee identification process

Governance develops criteria for prospective director candidates and identifies, evaluates and recommends nominees to the Board. The Committee receives suggestions for candidates from current directors, the CEO and, when appropriate, search firms and ensures an objective nomination process.

Governance reviews skill gaps and diversity when evaluating potential directors and recommends to the Board highly qualified candidates who demonstrate integrity and suitability for overseeing management.

Board Diversity Policy

Cenovus recognizes and embraces the benefits of having a diverse Board that makes good use of various skills, expertise and industry experience and includes diversity on numerous fronts.

See page 26 for more information on the diversity of the Board. You can find the full Board Diversity Policy at cenovus.com.

Board renewal mechanisms

 

BOARD RENEWAL MECHANISMS
Age limit		Tenure limit		Other mechanisms for Board renewal
No		Yes: 12-year term limit		Board Diversity Policy and annual Board assessment

 

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Term limits

To balance the benefit of experience and the need for renewal and new perspectives, the Board has established a 12-year term limit for non-executive directors. This balance ensures that we always have new perspectives, ideas and business strategies while maintaining critical understanding of Cenovus and our business on the Board.

Under the Board Term Limit Policy, the Board has discretion to recommend that a director’s term be extended or request the resignation of a director before the expiration of the 12-year term.

Age limits

Cenovus does not have an age limit for directors, recognizing the ability of both younger and older directors to bring insights and perspectives to a diverse Board. Instead, director re-election is based on evaluation of their performance and contributions.

Board interlocks

See page 56 for details of the other public company boards our directors serve on and how we review interlocks among directors.

Director re-election

Governance recommends to the Board those directors to be nominated for re-election. Directors who may be re-elected are evaluated in light of skills, diversity and the performance evaluations conducted under the Board assessment process.

Director orientation and education

Governance implements processes for:

 

•

Orientation and education of new directors.

 

•

Continued development of current directors.

Orientation

We orient new directors to the:

 

•

Roles of the Board, its committees and individual directors.

 

•

Nature and operation of our business.

The orientation includes:

 

•

Sessions with senior management.

 

•

An overview of Cenovus’s business.

 

•

Overviews of major producing properties and areas of operations.

Each new director is also encouraged to conduct their own due diligence by meeting independently with our Executive Chair, CEO, Lead Independent Director, other directors and members of the CLT.

Education

We provide continuing education opportunities for all directors. These opportunities allow directors to enhance their skills and strengthen their understanding of our business. A chart of the education sessions held during 2023 is on page 52.

Directors also meet with management throughout the year, outside of Board or committee meetings, for informal question and answer discussions.

Directors may attend external education programs, at the expense of Cenovus, to assist in their development. The Executive Chair participates in decisions about directors participating in external programs.

 

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THE DIRECTORS

Board nominee diversity

 

 

 

IN THIS SECTION YOU WILL FIND:
Nominees			Page 37
Committee memberships and overall attendance			Page 50
Skills and experience			Page 51
Continuing education			Page 52
Other public company board memberships			Page 54
Interlocking board memberships			Page 56
Cease trade orders, bankruptcies, penalties or sanctions			Page 56
Director compensation			Page 56

 

CENOVUS 2024 CIRCULAR		DIRECTORS | 36

Nominees

 

Stephen E. Bradley – Independent Director
		Director Nominee   Age: 65 Smerillo, Italy		Key skills and experience: •  International Markets •  Government & Stakeholder Relations •  Corporate Governance •  Operational & Resource Development   Board committees: n/a

 

EXPERIENCE

•

Director of CK Asset Holdings Limited, a publicly traded global property investment, development, management and utility infrastructure company, since November 2020.

•

Director of Power Asset Holdings Limited, a publicly traded global energy investment company, since May 2022.

•

Director of CNex (Shanghai International Money Broking Co.), a private broking and information services company, since November 2020.

 

CURRENT PUBLIC COMPANY BOARD		COMMITTEE MEMBERSHIPS		EXCHANGE
CK Asset Holdings Limited		Nomination (Chair) Audit Sustainability		SEHK
Power Asset Holdings Limited				SEHK

POWER ASSET HOLDINGS LIMITED PRIOR DIRECTORSHIPS

•

Husky Energy from July 2010 to December 2020 (when Husky Energy combined with Cenovus).

•

Swire Properties Limited from 2010 to 2018.

 

EDUCATION

•

Bachelor of Arts Degree, Balliol College, Oxford University.

•

Post Graduate Diploma, Fudan University, Shanghai.

•

ICD.D from the Institute of Corporate Directors.

 

CENOVUS 2024 CIRCULAR		DIRECTORS | 37

 

Keith M. Casey – Independent Director
		Director since April 2020   Age: 57 San Antonio, Texas, U.S.   CEO, Pin Oak Group, LLC (private midstream company)		Key skills and experience: •  Refining •  Marketing & Transportation •  Risk Management •  Health, Safety & Environment •  Human Capital Management   Board committees: HRC SSR

 

EXPERIENCE

 

•

CEO of Pin Oak Group, LLC since February 2022.

•

CEO of Tatanka Midstream LLC, a private midstream company (2020 to 2022).

•

Executive roles with Andeavor Corporation (formerly Tesoro Corporation), an integrated petroleum refining, logistics and marketing company (2013 to 2018) including: Executive Vice-President, Commercial and Value Chain responsible for overseeing the integrated commercial value chain focused on maximizing its asset base through its midstream, infrastructure and refining assets; Executive Vice-President, Operations; and Senior Vice-President, Strategy and Business Development.

•

Vice-President at BP Products North America Inc. (2006 to 2013).

•

Worked in refining industry since 1998.

•

Leadership roles with Praxair Incorporated and Union Carbide Corp. (before 1998).

 

CURRENT PUBLIC COMPANY BOARD		COMMITTEE MEMBERSHIPS		EXCHANGE
None

PRIOR DIRECTORSHIPS

•

Andeavor Logistics LP (formerly Tesoro Corporation) publicly traded (2014 to 2015).

•

Numerous private midstream companies.

 

EDUCATION

•

Bachelor of Science in Metallurgical and Materials Engineering, California Polytechnic State University, San Luis Obispo.

 

 

CENOVUS 2024 CIRCULAR		DIRECTORS | 38

 

Michael J. Crothers – Independent Director
		Director since November 2023   Age: 61 Calgary, Alberta, Canada		Key skills and experience: •  Operational & Resource Development •  Refining •  Health, Safety & Environment •  Risk Management •  Inclusion & Diversity   Board committees: Governance HRC

 

EXPERIENCE

•

Over 37 years of operations, commercial and leadership experience in the upstream, downstream and integrated gas businesses, and previously served as President and Country Chair for Shell Canada Limited (Shell), a public global energy and petrochemical company (December 2015 to May 2021).

•

During his tenure at Shell, he also served as Vice President Canada Integrated Gas (December 2017 to May 2021); Executive Vice President Oil Sands (January 2017 to December 2017); Vice President Unconventionals, North America from (January 2015 to March 2017); and Managing Director, Shell Exploration & Production Ireland (November 2011 to January 2015).

•

Mr. Crothers serves as Chair of the Board of Directors of Northern RNA Inc., a private life sciences company, and as a Director of Convrg Innovations Inc., formerly Westgen Technologies, a private clean technology company. He also serves as a Director of the United Way of Calgary and Area, and Director and Vice-Chair of the Nature Conservancy of Canada Alberta Regional Board.

 

CURRENT PUBLIC COMPANY BOARD		COMMITTEE MEMBERSHIPS		EXCHANGE
Keyera Corp.		Health, Safety & Environment Governance and Sustainability		TSX

EDUCATION

•

Bachelor of Science degree in Chemical Engineering, with distinction, from the University of Alberta.

•

Professional Engineer, APEGA (retired and non-practicing).

•

ICD.D from the Institute of Corporate Directors.

 

 

CENOVUS 2024 CIRCULAR		DIRECTORS | 39

 

James D. Girgulis – Non-independent Director
		Director since November 2023   Age: 67 Luxembourg, Grand-Duchy of Luxembourg		Key skills and experience: •  Corporate Governance •  International markets •  Government & Stakeholder Relations •  Human Capital Management •  Risk Management   Board committees: Governance

 

EXPERIENCE

•

Managing Director of Hutchison Whampoa Europe Investments S.a. r.l., a private investment company, and Managing Director of CK Hutchison Group Telecom Finance S.A., a public limited company, both since January 2023. Managing Director of CK Hutchison Networks Europe Investments S.a. r.l., a private investment company, from April 2022 to January 2023.

•

Senior Vice-President, General Counsel & Secretary of Husky Energy, a public integrated energy company, from April 2012 to March 2021. Special Advisor to the Executive at Cenovus (from April 2021 to March 2022) following Cenovus’s combination with Husky Energy in January 2021.

 

CURRENT PUBLIC COMPANY BOARD		COMMITTEE MEMBERSHIPS		EXCHANGE
None

PRIOR DIRECTORSHIPS

None

 

EDUCATION

•

Bachelor of Arts from the University of Calgary.

•

Bachelor of Laws from the University of Alberta.

 

 

 

CENOVUS 2024 CIRCULAR		DIRECTORS | 40

 

Jane E. Kinney – Independent Director
		Director since April 2019   Age: 66 Toronto, Ontario, Canada		Key skills and experience: •  Financial, Accounting & Capital Markets •  Risk Management •  Corporate Governance •  Cyber Security •  Inclusion & Diversity   Board committees: Audit (Chair) SSR

 

EXPERIENCE

 

•

Over 30 years providing advisory services to global financial institutions.

•

Extensive experience in enterprise risk management, regulatory compliance, cyber and IT risk management, digital transformation and stakeholder relations.

•

25 years with Deloitte LLP Canada (admitted to the Partnership in 1997) including Vice Chair, Leadership Team (June 2010 to June 2019), Canadian Managing Partner, Quality and Risk (May 2010 to June 2015), Global Chief Risk Officer (June 2010 to May 2012) and Risk and Regulatory Practice Leader (June 1999 to May 2010).

•

Director and Chair of Nautilus Indemnity Holdings Limited, a private insurance company. Vice-Chair of the Perimeter Institute for Theoretical Physics, and Chair of the Patron’s Council of the Alzheimer Society of Toronto.

•

Past lecturer at University of Manitoba, Dalhousie University and Saint Mary’s University.

 

CURRENT PUBLIC COMPANY BOARD		COMMITTEE MEMBERSHIPS		EXCHANGE
Intact Financial Corporation		Audit (Chair) Governance and Sustainability		TSX

PRIOR DIRECTORSHIPS

 

•

Toronto Finance International (Board Chair).

•

Women’s College Hospital Foundation.

 

EDUCATION

 

•

Mathematics degree, University of Waterloo.

•

Fellow of the Chartered Professional Accountants of Ontario.

 

ACCOLADES

 

•

Math Alumni Achievement Medal from the University of Waterloo.

•

Recognized as one of Canada’s Most Powerful Women by the Women’s Executive Network in 2014.

 

 

 

CENOVUS 2024 CIRCULAR		DIRECTORS | 41

 

Eva L. Kwok – Independent Director
		Director since January 2021   Age: 81 Vancouver, British Columbia, Canada   CEO, Amara Holdings Inc. (private investment holding company)		Key skills and experience: •  International Markets •  Corporate Governance •  Human Capital Management •  Inclusion & Diversity •  Risk Management   Board committee: Governance

 

EXPERIENCE

•

Chair, CEO and a director of Amara Holdings Inc., a private investment holding company.

•

Director of CK Life Sciences Int’l., (Holdings) Inc., a publicly traded nutraceutical, pharmaceutical and agriculture-related company, CK Infrastructure Holdings Limited, a publicly traded global infrastructure investment and development company, and CK Asset Holdings Limited, a publicly traded global property investment, development, management and utility infrastructure company.

•

Director of Li Ka Shing (Canada) Foundation.

 

CURRENT PUBLIC COMPANY BOARD		COMMITTEE MEMBERSHIPS		EXCHANGE
CK Infrastructure Holdings Limited		Nomination (Chair)		SEHK
CK Life Sciences Int’l., (Holdings) Inc.		Remuneration (Chair)		SEHK
CK Asset Holdings Limited				SEHK

PRIOR DIRECTORSHIPS

 

•

Husky Energy from August 2000 to March 2021 (when Husky Energy combined with Cenovus).

 

EDUCATION

 

•

Master’s degree in Science, University of London.

•

Honorary Doctor of Laws degree, Royal Roads University, British Columbia.

 

 

 

CENOVUS 2024 CIRCULAR		DIRECTORS | 42

 

Melanie A. Little – Independent Director
		Director since January 2023   Age: 54 Alpharetta, Georgia, U.S.   President and CEO, Colonial Pipeline Company (private pipeline and terminaling company)		Key skills and experience: •  Risk Management •  Health, Safety & Environment •  Human Capital Management •  Climate & Emissions •  Corporate Governance   Board committees: HRC SSR

 

EXPERIENCE

 

•

Served as Executive Vice-President and Chief Operating Officer of Magellan Midstream Partners, L.P. (since acquired by ONEOK, Inc.), a public partnership that transports, stores and distributes petroleum products (June 2022 to January 2023).

•

During Ms. Little’s 21-year career with Magellan she held a number of senior management positions, including Senior Vice-President, Operations and Environmental/Health Safety and Security Officer (July 2017 to May 2022); Vice-President roles in Operations and Crude Oil Commercial from February 2011 to June 2017; Director of Transportation Services for Refined Products and Marine from June 2007 to January 2011; and environmental, health and safety management roles from January 2004 to May 2007.

•

Manager of Environmental Compliance at The Williams Companies Inc., a public energy provider and infrastructure company, from June 2001 to December 2003, and while on active duty in the U.S. Army, held project management positions in the areas of environmental remediation and civil construction.

•

Ms. Little is also a Director of the Liquid Energy Pipeline Association, American Petroleum Institute and an appointee to the National Petroleum Council.

•

She was a Director of the International Liquid Terminals Association and The Discovery Lab in 2023.

 

CURRENT PUBLIC COMPANY BOARD		COMMITTEE MEMBERSHIPS		EXCHANGE
None

PRIOR DIRECTORSHIPS

 

•

Diversified Energy Company plc.

 

EDUCATION

•

Bachelor of Science in Environmental Engineering, United States Military Academy.

•

Master of Science in Civil Engineering, Georgia Institute of Technology.

 

 

 

CENOVUS 2024 CIRCULAR		DIRECTORS | 43