At Goldcorp, we are committed to upholding Our Values, one of which is Acting Ethically. Over the years, we have worked hard to ensure that an ethical culture doesn’t just reside in policies, but rather in the way we conduct our business every day.
Code of Conduct
Our Code of Conduct (the Code) documents the guiding principles of conduct and ethics to be followed by all employees, officers, directors and third parties who work for, or on behalf of, Goldcorp. The principles in the Code summarize what Goldcorp expects from each of us and provide valuable advice on how to conduct our work with integrity. Aspects of the Code include but are not limited to: compliance with the law, prevention of conflicts of interest, anti-bribery and anti-corruption, third-party compliance and oversight, anti-competitive practices, and zero tolerance for fraud. Through a combination of in-person and online training, supported by a structured awareness and communications campaign, we make every possible effort to ensure that everybody working for, or on behalf of, our company clearly understands the principles that must be followed while doing their job. For example, in 2016 we rolled out the Acting Ethically Is Important to Me campaign, in which Mine General Managers (MGMs) spoke about why ethical behaviour was important to them as MGMs and at a personal level.
We review and update the Code every three to five years in an effort to keep it current and relevant to the changing business and regulatory environments in which we operate. The Code was last updated and approved by the Board in 2014.
Our efforts in promoting ethics and compliance awareness are reflected in the number of Code of Conduct concerns and inquiries reported. In 2016, the reports-to-employees ratio was two reports (including queries and requests for guidance) for every 100 employees, compared to an average of 1.3 across all industries, as stated by NAVEX Global’s 2016 Ethics and Compliance Hotline Benchmark Report.1
Conflicts 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. Our Code of Conduct sets out the steps to take in the event of a potential or actual conflict of interest.
Sanctions and Fines
In 2016, we did not receive significant fines or non-monetary sanctions for non-compliance with the applicable laws and regulations that prohibit restraints of trade, unfair practices, anti-competitive behaviour, anti-trust and abuses of economic power. In addition, in 2016, we did not receive any reported fines that on an individual basis exceeded US$100,000 for health and safety, employment and corporate social responsibility matters. For further information on environmental fines and sanctions, please visit the Environmental Compliance section.
Disclosure, Confidentiality and Insider Trading: Our obligations under the provisions of securities laws and stock exchange rules relating to the disclosure of material information are guided by our Disclosure, Confidentiality and Insider Trading Policy, which ensures that Goldcorp and all persons to whom this policy applies meet their obligations regarding the timely disclosure of all material information.
Management of Fraud and Corruption Risk
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 our commitment to acting with integrity. This means clearly defining the expectations we have for employees and third parties who work with us with regards to ethical behaviour.
100% of our business units were analyzed for risks related to corruption during the reporting year. In addition, corruption risk is re-assessed on a quarterly basis as part of the Enterprise Risk Management process implemented by Goldcorp.
We take an integral approach in fraud and corruption risk management. Our Anti-Bribery and Anti-Corruption compliance program is a combination of (i) preventive (e.g., structured training and third-party vetting/due diligence, clear policies, monitoring of employee awareness), (ii) detective (e.g., recurrent detection data analytic procedures) and (iii) reactive (e.g., an effective ethics reporting process that constitutes an important component of the Company’s control environment) elements.
Our Anti-Bribery and Anti-Corruption compliance program is complemented by a system of internal controls over our financial reporting process; our entity-level controls; and transactional controls, such as delegation of financial authority for expenditures, transaction authorization requirements, segregation of duties and information technology security.
The Code of Conduct and our Anti-Bribery and Anti-Corruption Policy are foundational to our compliance program. In 2016, a significant amount of effort was placed in strengthening our third-party risk management process and in enhancing our risk-based detection capabilities. 2016 highlights regarding anti-bribery and anti-corruption compliance include:
We conducted an in-depth review of our Anti-Bribery and Anti-Corruption Program and determined that our program fully met or exceeded the standards and guidelines provided by the US Department of Justice and the Securities Exchange Commission. We continuously monitor for new Canadian, US and international anti-bribery and anti-corruption laws, regulations, standards and guidelines and will accordingly update our program as appropriate.
In-person anti-bribery and anti-corruption training was delivered to the Board of Directors and to the senior management team.
We continued strengthening our Anti-Bribery and Anti-Corruption compliance program’s effectiveness through recurrent transaction-based detection efforts and structured third-party onboarding due diligence.
We monitored organizational ethical tone, awareness and understanding of the key elements of our compliance policies through a global Ethics and Compliance survey with our employees.
We developed and rolled out a Code of Conduct mobile app, which provides direct access to our Code of Conduct, has information on our ethics reporting channels and includes a trivia gaming element as a tool to further promote awareness and complement formal training efforts.
We formalized and strengthened our internal investigation protocols for cases and complaints received through our ethics reporting channels to ensure that they are appropriately managed and escalated.
All reports of alleged fraud received during 2016 have been resolved or are currently under active investigation. We have zero tolerance for fraud and corruption and in those cases where fraud allegations are confirmed, the individual(s) and/or entities involved face disciplinary measures that could include termination of employment or contract and criminal and/or civil liability as applicable.
In order to address Code matters in a timely, unbiased and appropriate manner, we have an internal Ethics Committee that oversees the Ethics and Compliance program. Our Ethics Committee is a multi-disciplinary group of corporate employees and officers chaired by our Executive Vice President and General Counsel. Ethics complaints and follow-up status are also reported to the Audit Committee of the Board of Directors on a quarterly basis.
To further strengthen governance around the ethics reporting process, in 2016 we formalized our Internal Investigation Protocols. The Internal Investigation Protocols define the criteria to be followed when assessing, investigating and taking corrective action around ethics-related complaints received through our reporting channels.
Per the Internal Investigation Protocols, all reports received are preliminarily assessed for type and criticality (Immaterial, Minor, Moderate, Major and Severe), which then triggers the resources and responsibilities to be assigned to the assessment/investigation of each case through the use of detailed RACI2 charts. Ethics reports and/or complaints are assessed or investigated following a tiered investigation approach linked to the report’s criticality.
The level of criticality assigned to a particular ethics report or complaint varies depending on its type and specific circumstances, and may change during the course of the investigation. Certain types of reports inherently receive a higher criticality status, such as:
Corruption of public officials
Falsification of records
Financial statement fraud
Human rights complaints
The effectiveness of our compliance program is not only defined by its design but also by how well the organization has absorbed its key elements. In June 2016, our Ethics and Compliance team conducted an anonymous global survey for this purpose. The survey results clearly showed continued improvement in the program’s permeation and effectiveness. The graphic below shows some of the key results obtained.
Ethics Training and Capacity-Building
The preventive element of our Ethics and Compliance program includes the delivery of structured training for our workforce, consistent awareness efforts as well as monitoring of the effectiveness of the overall preventive efforts. In 2016, we delivered in-person ethics awareness sessions at four different locations, completed the global annual Code of Conduct refresher and certification training, and delivered in-person anti-corruption training to the global senior management team and the Board of Directors.
Our Annual Code of Conduct refresher training and certification process is mandatory in nature. Employees are required to review key topics of the Code (refreshed every year) and then re-certify compliance. In 2016, 96% (approximately 2,850 employees) of the target population (e.g., employees with permanent access to a computer) completed the course and re-certification.3 As part of the certification process, all supervisors are required to have an in-person discussion with their teams about how and why our value of Acting Ethically is applicable and relevant to their specific teams and functions. Every two years, a similar approach is taken in relation to our Anti-Bribery and Anti-Corruption Policy. The bi-annual Anti-Bribery and Anti-Corruption online training is complemented by:
Annual in-person training/refresher to decision makers (senior management)
Ad-hoc in-person Board training and quarterly updates on the anti-bribery and anti-corruption program’s execution progress
Bi-annual refresher training to high-risk third parties (either in person or through live webcast)
Bi-annual in-person training to key staff (managers, superintendents and department heads) at locations assessed as high risk