Governance and Accountability

Structure

As of December 31, 2017, the Board comprised of ten directors, each of whom were selected for their skills, experience 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 2017, two of the ten Board members were not independent as defined by Canadian and USA securities laws: 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 had an employment agreement with Goldcorp for his continued service as Chairman. The independent directors frequently met as a group when there was 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 a long-term plan for Board composition to the Board for approval. This plan is updated annually. The committee is also responsible for providing new directors with an orientation and education program, and for facilitating ongoing director education.

The Board conducts annual effectiveness evaluations of the performance of the Board, the Chairman, 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

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. Our “Shareholder Engagement and Say on Pay Policy” is reviewed by our Board annually and is aligned with the Canadian Coalition for Good Governance model policy on Engagement with Shareholders on Governance Matters. For further specifics regarding our shareholder engagement please see our 2018 Management Information Circular.

Event Who engages Details

Non-deal roadshows, meetings, calls and discussion

Directors and senior management

We engage with institutional investors throughout the year to provide public information on our business, operations and sustainability initiatives and to receive feedback on our governance processes and executive compensation.

Quarterly conference call and webcast

Senior management

We engage with the investment community to review our most recently released financial and operating results.

Guidance news release

Senior management

We release this to the media, usually in early January, to report on our financial outlook for the coming year and to provide an overview of business operations and strategies.

News releases

Senior management

We report on any material changes with respect to our company throughout the year through these media releases.

Broker-sponsored conference

Senior management

We speak at industry investor conferences about public information on our business and operations.

Investor Day

Senior management

We invite select Goldcorp investors and analysts to attend this event at the beginning of the calendar year. We make live webcasts and presentations available on our website.

Meetings, calls and discussions

Investor relations

We engage with brokers and retail shareholders to address any shareholder-related concerns and to provide public information on our company.

Regular meetings

Directors

We hold these with shareholder advocacy groups, such as the Canadian Coalition for Good Governance, to discuss governance issues.

Regular meetings

Senior management

We hold these with the Pension Plan of the United Church of Canada and The Presbyterian Church in Canada to discuss governance issues.

Shareholders and employees may communicate directly with our Board of Directors by telephone, email, mail and/or at our Annual General Meeting of Shareholders. For more information on how to contact our Board, please visit 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 2017, the Sustainability Committee considered, reviewed or approved the following matters:

Area Actions

Policies and standards

Oversaw the release of and reviewed the 2016 Annual Sustainability Report.
Oversaw the management of the Sustainability Excellence Management System (SEMS).

Incident reviews/Health and Safety

Received quarterly updates on health, safety and sustainability.
Received 2016 Safety and Health Annual Report.
Received 2017 Marlin safety verification audit.
Reviewed and discussed our safety and health strategy for achieving Zero Fatalities.

Mine visits and updates

Traveled to the Éléonore, Musselwhite, Peñasquito, and Cerro Negro mines and the Coffee project.
Scheduled proposed visits to the NuevaUnión and Norte Abierto projects, and the San Martin and Marlin closed sites.
Received presentations concerning current and future dam raises at the Peñasquito tailings dam.

Committee operations

Approved amendments to the Sustainability Committee Terms of Reference.
Received updates on corporate social responsibility, reclamation and environmental matters.
Conducted annual self-evaluations.

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