Strategy and Governance

Governance and Accountability

Structure

As of December 31, 2015, the Board was comprised of 11 directors, who were selected for their skills and knowledge of the mining industry and various aspects of corporate governance and management. 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 Human Resources and Compensation Committee, the Governance and Nominating Committee, and the Sustainability 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.

Independence

In 2015, nine out of the 11 members of the Board were independent as defined by Canadian and USA securities governance guidelines. Mr. Chuck Jeannes and Mr. Ian Telfer were not independent, as Mr. Jeannes was the President and Chief Executive Officer of Goldcorp, and Mr. Telfer has an employment agreement with Goldcorp for his continued service as Chairman. The independent directors meet as a group every time there is a scheduled Board meeting. Additional information on Board independence is available in our Management Information Circular.

Director/nominee Independent Reason if not independent
Bell
Briscoe
Dey
Franssen
Garofalo President and CEO (appointed in 2016)
Holtby
Jeannes Former President and CEO
Pelletier
Reifel
Telfer Party to employment agreement for continued service as Chairman
Treviño
Williamson

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. Further information about the nomination and selection process of the Board and its Committees can be found in the Governance section of our website and in our Management Information Circular.

Evaluation on Performance

The Board conducts annual effectiveness evaluations of the Board’s performance, 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.

Engagement with Shareholders and Employees

At Goldcorp, we recognize the importance of strong and consistent engagement with our shareholders. We have policies and processes in place that ensure we understand and, when appropriate, address shareholder concerns. We have a comprehensive program designed to engage shareholders that aligns with the Canadian Coalition for Good Governance model policy of director and shareholder engagement on governance matters.

Event Who engages Who we engage with, when and what we talk about
Non-deal roadshows, meetings, calls and discussion Board of Directors and senior management With institutional investors throughout the year to provide public information on our business, operations and sustainability initiatives and to get feedback on our governance processes and executive compensation
Quarterly conference call and webcast Senior management With the investment community to review our most recently released financial and operating results
Guidance release Senior management Released to the media with the year-end financial results, to report on our financial and operating outlook for the coming year
News releases Senior management Released to the media throughout the year to report on any material information with respect to Goldcorp
Broker-sponsored conference Senior management Speaking at industry investor conferences about public information on our business and operations
Investor Day Senior management Select Goldcorp investors and analysts are invited to attend each spring; live webcast and presentations are made available on our website
Meetings, calls and discussions Investor relations With brokers and retail shareholders to address any shareholder-related concerns and to provide public information on Goldcorp
Site tours Senior management, investor relations With investors and analysts to tour assets to understand the various operations
Regular meetings Directors With shareholder advocacy groups to discuss governance issues
Socially Responsible Investors (SRIs) call Board of Directors and senior management Provide SRIs with updates on sustainability activities throughout our company, including: Board mine site visits; materiality assessment for sustainability reporting; our Dow Jones Sustainability Index performance; human rights updates; environmental strategy updates including water, energy and tailings; and diversity initiatives.

Shareholders, employees and other interested parties may communicate directly with Goldcorp’s Board of Directors by telephone, email and mail, or at our Annual General Meeting of Shareholders. For more information on how to contact our Board, please visit our Corporate Directory on our website or see our Management Information Circular.

Oversight of Sustainability

Sustainability is overseen by the Board of Directors’ Sustainability Committee. The primary function of the Sustainability Committee is to review and monitor the sustainable development, environmental, health and safety policies and activities of Goldcorp on behalf of the Board.

The Sustainability Committee, 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 our policies, procedures and practices relating to sustainability, environment, health and safety, security, and corporate social responsibility. The Sustainability 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 International Council on Mining and Metals’ Sustainable Development Principles. In 2015, the Sustainability Committee considered, reviewed or approved the following matters:

Area Actions
Policies and standards
  • Oversaw the release of and reviewed the 2014 Annual Sustainability Report
  • Oversaw the management of the Sustainability Excellence Management System (SEMS) framework and standards
  • Reviewed and discussed ongoing CSR initiatives, such as developing a database, strategy and organizational structure to address CSR commitments at the Peñasquito mine with improved efficiency and efficacy
  • Discussed revisions to the human rights policy and related training program
Incident reviews/Health and Safety
  • Tracked our health and safety performance in 2015 as compared to 2014
  • Discussed the development and rollout of internally developed behavioural training
  • Received quarterly updates on health and safety
  • Received a presentation on the health and safety strategic plan, which includes risk elimination plan
  • Received an update on site, regional and corporate crisis management plans
Committee operations
  • Approved the Sustainability Committee Terms of Reference and Checklist
  • Received regular updates on CSR, human rights, sustainability and environmental matters
  • Conducted annual self-evaluations
  • Reviewed SEMS audit results
  • Traveled to the Peñasquito mine in Mexico and the Pueblo Viejo mine in the Dominican Republic

For more information on our oversight of sustainability, please see our Management Information Circular.

Oversight of Risk

The full Board is entrusted with the responsibility for overseeing the significant risks to which our business is exposed and ensuring there are processes in place to effectively identify, monitor and manage them. A significant risk is one that, if it were to occur, could materially impact our ability to meet or support our business objectives.

The Board delegates responsibility for the execution of certain elements of risk oversight to the committees in order to ensure appropriate expertise, attention and diligence. The committees oversee the relevant risk areas and report to the Board regularly. Each committee operates according to a Board-approved written mandate outlining its duties and responsibilities. They also oversee the procedures and programs put in place by management to mitigate the risks and the allocation of adequate resources to address the risks. Management is responsible for ensuring that the Board and its committees are kept well informed of changing risks.

Board
Oversees overall risk
Audit Committee
oversees financial reporting, business, financial, legal, ethics and compliance risks
Compensation Committee
oversees compensation, talent management and succession risks
Governance Committee
oversees governance programs to support risk management and director succession risk
Sustainability Committee
oversees community, environment, health, security and safety risks