Governance and Accountability

Structure

As of December 31, 2016, the Board was comprised of ten 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 our Board and its functions can be found in our Management Information Circular.

Independence

In 2016, two of the ten Board members were not independent as defined by Canadian and USA securities governance guidelines. Mr. David Garofalo and Mr. Ian Telfer were not independent, as Mr. Garofalo 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 frequently meet as a group when there is a scheduled Board meeting. Additional information on Board independence is available in our Management Information Circular.

Qualifications and Evaluation on Performance

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.

The Board conducts annual effectiveness evaluations of the performance 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. Further information about the nomination, selection and evaluation process of the Board and its Committees can be found in the Governance section of our website and in our Management Information Circular.

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 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 usually on an annual basis; 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) engagements

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 our 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 the 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. Members of the Sustainability Committee are independent. The full text of the Sustainability Committee’s terms of reference is available at www.goldcorp.com.

In 2016, the Sustainability Committee considered, reviewed or approved the following matters:

Area Actions

Policies and standards

  • Oversaw the release of and reviewed the 2015 Annual Sustainability Report
  • Oversaw the management of the Sustainability Excellence Management System
  • Discussed implementation of Voluntary Principles on Security and Human Rights

Incident reviews/Health and Safety

  • Discussed fatality at Marlin mine and lessons learned
  • Received quarterly updates on health, safety and sustainability
  • Received 2015 Safety and Health Annual Report
  • Reviewed and discussed our safety and health strategy towards zero fatalities
  • Reviewed and discussed development and rollout of StepIn, a standardized and global application of the basic elements of mine site supervision

Mine visits and updates

  • Traveled to the Cerro Negro, Red Lake and Porcupine mines and Borden project
  • Discussed proposed visits to the Kaminak project and Musselwhite, Éléonore and Peñasquito mines

Committee operations

  • Approved amendments to the Sustainability Committee Terms of Reference
  • Received updates on CSR and environmental matters
  • Conducted annual self-evaluations

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