Sunoco 2009 Annual Report Download - page 113

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Sunoco, Inc. has a Code of Business Conduct and Ethics (the “Code”), which applies to all officers,
directors and employees, including the chief executive officer, the principal financial officer, the principal
accounting officer and persons performing similar functions. A copy of the Code can be found on Sunoco’s
website (www.SunocoInc.com). It is also available in printed form upon request. Sunoco intends to disclose on
its website the nature of any future amendments to and waivers of the Code of Ethics that apply to the chief
executive officer, the principal financial officer, the principal accounting officer or persons performing similar
functions.
Sunoco’s Corporate Governance Guidelines and the Charters of its Audit, Compensation, Corporate
Responsibility, Executive and Governance Committees are available on its website (www.SunocoInc.com), and
are also available in printed form upon request.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K appearing under the heading “Executive
Compensation,” including the sections entitled “Compensation Discussion and Analysis,” “Summary
Compensation Table,” “Grants of Plan-Based Awards in 2009,” “Outstanding Equity Awards at Fiscal Year-End
2009,” “Option Exercises and Stock Vested in 2009,” “Pension Benefits,” “Nonqualified Deferred Compensation
in 2009,” and “Other Potential Post-Employment Payments,” and appearing under the heading “Directors’
Compensation;” and the information required by Items 407(e)(4) and 407(e)(5) of Regulation S-K appearing
under the heading “Executive Compensation,” including the sections entitled “Compensation Committee Report”
and “Compensation Committee Interlocks and Insider Participation” in the Company’s Proxy Statement, which
will be filed with the SEC within 120 days after December 31, 2009, are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by Item 403 of Regulation S-K appearing in the answer to Question 15 under the
heading “Questions and Answers,” and appearing under the heading “Directors’ and Officers’ Ownership of
Sunoco Stock” in the Company’s Proxy Statement, and the information required by Item 201(d) of
Regulation S-K appearing in the section entitled “Equity Compensation Plan Information” in the Company’s
Proxy Statement, which will be filed with the SEC within 120 days after December 31, 2009, are incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by Item 404 of Regulation S-K appearing in the section entitled “Certain
Relationships and Related Transactions” and the information required by Item 407(a) of Regulation S-K
appearing in the section “Director Independence” under the heading “Governance Matters” in the Company’s
Proxy Statement, which will be filed with the SEC within 120 days after December 31, 2009, are incorporated
herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 9(e) of Schedule 14A appearing in the section entitled “Item 4.
Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for
the Fiscal Year 2010” under the heading “Proposals on Which You May Vote” in the Company’s Proxy
Statement, which will be filed with the SEC within 120 days after December 31, 2009, is incorporated herein by
reference.
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