Goldcorp’s Board encourages and promotes a culture of ethical business conduct by:
- Requiring compliance with applicable laws, rules and regulations.
- Providing guidance to directors, officers and employees to help them recognize and deal with ethical issues.
- Promoting a culture of open communication, honesty and accountability.
- Ensuring awareness of disciplinary action for violations of ethical business conduct.
The Board takes steps to ensure that directors, officers and employees exercise independent judgment in considering transactions and agreements in which they have a material interest. This includes ensuring that directors, officers and employees are thoroughly familiar with the Code of Conduct and, in particular, disclosing conflicts of interest and obtaining direction from the company’s Ethics Committee regarding any potential conflicts of interest. As of the date of this report, the Ethics Committee is chaired by the Executive Vice President and General Counsel and comprises the Senior Vice President, People and Safety, the Vice President, Regulatory Affairs and Corporate Secretary, the Vice President, Internal Audit, the Director, Enterprise Risk Management and the Director, Ethics and Compliance.
Code of Conduct
Our Code of Conduct (the Code) documents the principles of conduct and ethics to be followed by Goldcorp’s employees, officers, directors and third parties who provide us with goods and services. Aligned with compliance best practices, Goldcorp reviews and updates the Code every three years in an effort to keep it current and relevant to the changing business and regulatory environments in which we operate. In 2013, Goldcorp undertook a detailed review and an updated Code was approved by the Board of Directors in April 2014.
Goldcorp is committed to ensuring that all directors, officers and employees are aware of and understand their responsibilities under the Code. As directors, officers and employees at Goldcorp, we are expected to read and comply fully with the Code, to provide assistance with investigations and compliance audits, and to always report violations of the Code. We are also responsible for helping to identify and raise potential issues before they lead to Code violations. The Code is available on our website in English, Spanish and French.
Conflict of Interest
Goldcorp understands that conflicts of interest may arise in the ordinary course of business. Therefore, it is important to ensure that there is transparency and that all conflicts of interest and potential conflicts of interest are fully disclosed.
Conflicts of interest occur when someone is asked to make a decision or perform a task on behalf of Goldcorp, but has a personal interest in the outcome of the decision or even just appears to have an interest in the outcome of the decision. Personal interests in the outcome of a decision can be direct (e.g., a financial benefit) or indirect (e.g., a financial benefit to someone close to a person, such as a spouse, parent, child or other close relative).
Goldcorp’s Code of Conduct sets out the steps to take in the event of a potential or actual conflict of interest.
Fraud and Corruption
Goldcorp’s commitment to acting with integrity includes not engaging in or tolerating fraud or corruption. We invest time and resources to create awareness on Goldcorp’s commitment to acting with integrity. This means clearly defining the expectations we have for employees and third parties with regards to ethical leadership and the negative implications that these unethical practices could bring to the company and to those parties involved in this type of activity. Goldcorp defines fraud as an intentional act or omission designed to deceive another person or to obtain a benefit that one is not entitled to. For example, fraudulent activities could include instances of theft of assets, misuse of company resources, intentional misreporting of financial and/or operational data, among others. Corruption, by definition, is an instance of fraud triggered by giving or offering monetary or other benefit to another person in order to secure a benefit, retain business or obtain any other improper advantage in conducting business.
Corruption can occur at two different instances: private sector corruption (between private companies and/or individuals) and public sector corruption (between private entities and government officials). The Code of Conduct sets clear standards and expectations for employees, officers, directors and third parties providing goods and services to Goldcorp relating to compliance with the anti-fraud and anti-corruption provisions. Violations of these provisions are grounds for disciplinary action up to and including immediate termination of employment and possible legal prosecution. In an effort to provide more clarity and further guidance around Goldcorp’s stance on bribery and corruption, the company released a stand-alone Anti-Bribery and Anti-Corruption Policy in 2013, together with a structured rollout program to ensure awareness and adherence to this new policy throughout the organization.
Goldcorp also has risk-based programs in place to prevent and detect potential instances of fraud and corruption proactively in order to ensure compliance with our internal policies and with local and international laws and regulations related to these topics.
Goldcorp has a well-established ethics reporting process through which employees and third parties have the ability to escalate allegations of fraud or corruption. All reports received of alleged fraud or corruption are carefully assessed and investigated under the oversight of Goldcorp’s Ethics Committee. All reports of alleged fraudulent activity received during 2013 have been resolved or are currently under active investigation. The activity of our ethics reporting process is a key input in order to determine the effectiveness of our awareness, training and detective efforts for all of the matters covered under our Code of Conduct; including, but not limited to, matters of fraud and corruption1. In the event that we were to confirm an allegation of fraud or corruption, the individual(s) and/or entities involved would face disciplinary measures that could include termination of employment or contract and criminal and/or civil charges as applicable.
During 2013, we continued to implement an enhanced Ethics from the Ground Up program in order to assist our employees and other stakeholders to better understand the ethics principles contained in the Code of Conduct, such as principles related to fraud and corruption. This program includes training and awareness initiatives that are delivered through online and live sessions throughout the company.
In 2013, in-depth anti-corruption workshops were conducted with employees who, based on an internal assessment, may experience a higher exposure to corruption risks in the course of their duties.
Anti-corruption and ethical business topics were also included in the annual Code of Conduct training courses in 2013. In 2013, more than 99% of our “online” employees completed the Code of Conduct course. Training initiatives related to anti-corruption compliance were prioritized by location and function based on a risk assessment exercise conducted at the design stage of the awareness program.
In total, 3,528 employees received either workshop or online training related to the Code of Conduct.
We have also developed a document (“Dealing with Suppliers”) that consolidates the main requirements of the Code of Conduct regarding business relationships with suppliers. It has been prepared in English, Spanish and French. People who want to do business with Goldcorp must understand that all purchases will be made exclusively on the basis of price, quality, service and suitability to the company’s needs. Purchases must not result in employees, officers or directors, or their families, personally receiving something of value in exchange. Employees, officers and directors, and their families, must not accept any form of “under-the-table” payment or benefit payment, regardless of cash value.
Goldcorp encourages everyone to participate in political activities on their own time and at their own expense. In addition, Goldcorp engages responsibly with governments with respect to policy matters that are relevant to our business. Guidance on public policy is set out in our Code of Conduct.
Goldcorp believes that it can make a contribution to the development of sound public policy by providing accurate information on our mining activities. When invited, Goldcorp participates in Canadian government outreach related to the mining industry. A key issue for us has been supporting efforts to develop Canadian standards for public reporting of payments to local governments. Goldcorp supports increased mandatory transparency of such payments, which the company already discloses voluntarily. We remain committed to transparency initiatives consistent with the EITI. Goldcorp also participated in government consultations on Metal Mining Effluent Regulations. We support a robust regime which takes into account the need for a reasonable, timely and efficient regulatory process.
Contributions to Political Parties
In keeping with our commitment to engage responsibly with the communities in which we operate, in 2013, Goldcorp adopted a set of guidelines that sets clear parameters for when and how political contributions are to be made for, or on behalf of, Goldcorp or any of its subsidiaries, regardless of amount or jurisdiction. Political contributions must always be made in full compliance with all applicable laws and Goldcorp’s Code of Conduct. All political contributions must be approved by the Chief Executive Officer or the Senior Vice President, Corporate Affairs, in consultation with the Executive Vice President & General Counsel.
In 2013, Goldcorp made contributions to political parties and related groups in Canada totalling $210,000. No such donations were reported in other countries of operation.
Goldcorp believes that upholding fair competition is a fundamental component of our commitment to integrity and we are committed to complying with laws which prohibit restraints of trade, unfair practices or abuses of economic power.
Our Code of Conduct requires that directors, officers and employees will:
- Never discuss commercially sensitive information (for example, pricing, quantities, suppliers, delivery dates, production quotas, profit margins, cost structure, etc.) with Goldcorp's business partners or competitors or enter into any agreements (formal, informal or otherwise) regarding commercially sensitive information for the purpose of restraining free trade or competition.
- Always leave any industry association or other event where our business partners or competitors are discussing topics that may be considered to be anti-competitive practices.
There were no fines or non-monetary sanctions for non-compliance with these laws and regulations in 2013.
1 As a publicly traded company, Goldcorp complies with applicable public disclosure laws and regulations. Information that is required to be publicly disclosed under such laws and regulations and related to instances of fraud or corruption involving Goldcorp will be disclosed in our financial reports.