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2013 Sustainability Report
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glossary
GRI
indicators

Board of Directors

Structure | Independence | Qualifications | Performance | Stakeholder and Employee Engagement with the Board |
Oversight of Sustainability

Goldcorp and its Board of Directors recognize the importance of strong corporate governance to effectively manage the company and to protect employees and shareholders. Our approach to issues of corporate governance is designed to ensure that the business and affairs of Goldcorp are conducted so as to enhance long-term shareholder value.

4.1

Structure

The duties and responsibilities of the Board are to oversee the management of Goldcorp’s business, and to act with a view towards the best interests of the company. The Board fulfills its mandate directly and through its committees at regularly scheduled meetings or as required. Board committees currently consist of the Audit Committee, the Compensation Committee, the Governance and Nominating Committee, and the Sustainability, Environment, Health and Safety (SEH&S) Committee. All committees are independent of management and report directly to the Board.

More details on the Goldcorp Board and its functions can be found in Goldcorp’s Management Information Circular.

4.2, 4.3

Independence

Eight out of the ten members of the Board are independent as defined by Canadian securities governance guidelines1, and they meet separately following each scheduled Board meeting. Mr. Charles Jeannes and Mr. Ian Telfer are not independent, as Mr. Jeannes is the President and Chief Executive Officer of Goldcorp and Mr. Telfer is a former officer of Goldcorp. The independent directors meet as a group every time there is a scheduled Board meeting. During 2013, the independent directors met eight times.

4.7

Qualifications

The Governance and Nominating Committee, which is composed entirely of independent directors, is responsible for identifying and recruiting new candidates for nomination to the Board. The committee develops and recommends to the Board for approval a long-term plan for Board composition. It is updated on an annual basis. The committee is also responsible for providing new directors with an orientation and education program, and facilitating ongoing director education.

4.4

Performance

The Board is committed to regular assessments of the effectiveness of the Board, the Chairman of the Board, the committees and the individual directors. The Governance and Nominating Committee annually reviews and makes recommendations to the Board regarding these evaluations.

4.10

Stakeholder and Employee Engagement with the Board

Shareholders, employees and other interested parties may communicate directly with Goldcorp’s Board of Directors by telephone, email and mail, or at our Annual and Special Meeting of Shareholders.

4.9

Oversight of Sustainability

The SEH&S Committee, which is composed entirely of independent directors, is responsible for assisting the Board in its oversight of sustainability, environment and health and safety matters, including monitoring the implementation and management of Goldcorp’s policies, procedures and practices relating to sustainability, environment, health and safety, Corporate Social Responsibility and human rights matters. The SEH&S Committee also oversees our adherence to international standards and codes, such as the UN Global Compact, the World Gold Council’s Conflict-Free Gold Standard and the ICMM’s Sustainable Development Principles.

In particular, the SEH&S Committee has the authority and responsibility for:

  • Reviewing, monitoring and, as appropriate, revising the sustainability, environmental, health and safety policies of the company.
  • Reviewing the corporate and operational sustainability, environment, health and safety performance of the company to ensure management is taking appropriate measures to achieve compliance with appropriate laws, legislation and the company’s sustainability, environment, health and safety policies.
  • Working with management in the development of short- and long-term policies and standards to ensure the principles set out in the sustainability, environment, health and safety policies are being achieved.
  • Reviewing community, environment, health and safety issues and incidents to determine that management is taking appropriate action in respect of these matters and that management has been duly diligent in carrying out its responsibilities and activities.
  • Reviewing results of community, environment, health and safety audits and management’s activities with respect to such audits.
  • Reviewing and monitoring management’s activities to ensure that the principal risks and opportunities for the company related to community, environment, health and safety are identified by management, and that sufficient resources are allocated by management to address risks and opportunities.
  • Ensuring the company’s directors are knowledgeable about their duties and responsibilities related to the scope of the SEH&S Committee.
  • Periodically visiting corporate locations to become familiar with the nature of operations, and to review relevant objectives, procedures and performance with respect to sustainability, environment, health and safety; and
  • Investigating any extraordinary negative sustainability, environment, health and safety performance, where appropriate.

The SEH&S Committee met five times in 2013 and visited two of Goldcorp’s operating mines and project sites. During 2013, the Board, including members of the SEH&S Committee, visited Cerro Negro and Red Lake. For further information about the committee, click the link on the left for its Terms of Reference.

1 Canadian Securities Administrators National Policy 58-201 (2005), Corporate Governance Guidelines.