Business Conduct

Code of Conduct | Conflict of Interest | Corruption | Public Policy | Contributions to Political Parties | Compliance

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; and 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, the rules concerning reporting conflicts of interest and obtaining direction from the Company’s Vice President, Risk Management, regarding any potential conflicts of interest.

Code of Conduct

Our Code of Conduct documents the principles of conduct and ethics to be followed by Goldcorp, its employees, officers and directors. The Code was substantially revised in late 2009 and early 2010, and was adopted by the Board in March 2010. The Code replaces the Company's former Code of Business Conduct and Ethics and Whistleblower policies. The Company adopted the Code to integrate the Whistleblower Policy and express reporting mechanism into the Code. The Code was also amended to make it more consistent with the Company's current business practices and simpler to understand. References to the Code in this report relate to the updated document.

The Code governs how we deal with each other and with the individuals, communities, organizations and businesses with which we do business. It is based on the following key principles:

• Integrity starts “from the ground up” and is a part of everything we do.
• Every Goldcorp employee has a duty to report violations of the Code and has a right to expect that Goldcorp will not retaliate against or punish an employee who, in good faith, reports a violation of the Code.
• We recognize that our Code cannot deal with every possible situation we encounter in performing our jobs and that no one is expected to always know the right answer. So we encourage our employees who are in a situation where they are unsure if the Code applies, or are uncertain how to comply with the Code, to ask for help. Employees can call or send an email to Ethics Help at +1 604.699.0410 or ethics.help@goldcorp.com for guidance. If an employee prefers to seek advice anonymously, the employee can contact our Anonymous Compliance Hotline in confidence where the employee will speak to an independent service firm who will refer the question or concern anonymously to Goldcorp for response or investigation

Directors, officers and employees are expected to read and comply fully with the portions of the Code that are relevant to their job duties, ask questions if they are uncertain about their responsibilities under the Code, provide assistance with compliance audits for the Code if asked, and always report violations of the Code. They 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.

Goldcorp is committed to ensuring that all directors, officers and employees are aware of and understand their responsibilities under the Code. As outlined in our Code, Goldcorp will allocate resources to the following programs.

Ethics Awareness and Verification:

• Goldcorp will provide a copy of the current version of the Code and related policies to new directors, officers and employees when they are hired and will provide copies of significant changes to the Code and related policies as necessary.
• Goldcorp will require all directors, officers and employees to review the current version of the Code and related policies periodically, but no less frequently than once a year.
• Goldcorp will require all directors, officers and employees to verify that they understand the Code and related policies when they start working at Goldcorp, when they receive copies of significant changes to the Code and at periodic intervals.

Ethics Training:

• Goldcorp will provide new directors, officers and employees with a copy of the current version of the Code and related policies when they are hired, when significant changes are made to the Code and related policies, and at periodic intervals, as appropriate.
• Goldcorp will include training regarding the requirements of and compliance with the Code and related policies in its training programs, as appropriate.

Compliance Audits:

• Goldcorp will conduct internal routine and ad hoc compliance audits with respect to the Code and related policies.
• Goldcorp may contract with third parties to conduct verification compliance audits with respect to the Code and related policies, as appropriate.

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 (for example, a financial benefit) or indirect (for example, a financial benefit to someone close to a person, such as a spouse, parent, child or other close relative).

It is a requirement of our Code that, in the event of a potential or actual conflict of interest:

• Employees will always notify the Director, Risk, and their mine, project or office manager of the conflict in writing and not take any further action with respect to the matter until authorized to do so by the Director, Risk, or the manager. Notices addressed to the Director, Risk, shall be sent to ethics.help@goldcorp.com or Goldcorp Inc., c/o Ethics Help, Suite 3400–666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.
• Directors and officers will always notify the Chairman of Goldcorp and the VP, Regulatory Affairs, of the conflict in writing and not take any further action with respect to the matter until instructed to do so by the Chairman of Goldcorp or the VP, Regulatory Affairs. Notices to the Chairman shall be addressed to the Chairman and sent to ethics.help@goldcorp.com or Goldcorp Inc., c/o Ethics Help. Notices to the VP, Regulatory Affairs, shall be addressed to the VP, Regulatory Affairs, and sent to ethics.help@goldcorp.com or Goldcorp Inc., c/o Ethics Help, as applicable, Suite 3400–666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.

Goldcorp directors and/or officers who also serve as directors and/or officers of other companies involved in natural resource exploration and development are required to make any decision involving Goldcorp in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Goldcorp and its shareholders. They are also required to declare and refrain from voting on any matter in which they may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act 1990 (Ontario) and other applicable laws.

Corruption

Goldcorp will not tolerate corruption. We invest time and resources to train our employees on how to avoid corrupt practices, such as bribery, fraud, extortion, collusion and money laundering. Such practices include the offer or receipt of any gift, loan, fee, reward or other advantage as an inducement to do something that is dishonest, illegal or a breach of trust in the conduct of the Company's business. This may include gifts other than money, such as free goods and holidays, or special personal services.

The Code of Conduct sets clear standards and expectations for employees, officers and directors relating to conflicts of interest, dealing with suppliers, and dealing with public officials. Violations are grounds for disciplinary action up to and including immediate termination of employment and possible legal prosecution.

Goldcorp's commitment to integrity includes a commitment not to engage in or tolerate fraud or bribery. Fraud is an intentional act or omission designed to deceive another person or to obtain a benefit that one is not entitled to. Bribery is an intentional offer of monetary or other benefit to another person, government official, organization or company in order to secure or to attempt to secure a benefit in the performance of a duty, to obtain or retain business, or to obtain any other improper advantage in conducting our business.

As outlined in our Code, directors, officers and employees will:

• Never engage in fraudulent activities in the course of their work
• Never bribe, offer a bribe, or condone bribery by others in the course of their work
• Always ensure that Goldcorp's assets are used only for legitimate business purposes and that all contracts for goods and services are made at a rate that reflects reasonable market conditions

We have developed a policy to assist employees in dealing with suppliers; it has been prepared in English, Spanish and French, and was formally distributed to all operations in 2008. 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 or directors, or their families, must not accept any form of “under-the-table” payment or benefit payment, regardless of cash value.

Public Policy

Goldcorp encourages everyone to participate in political activities on their own time and at their own expense. Goldcorp will engage governments responsibly with respect to policy matters that are relevant to its business.

As outlined in our Code, directors, officers and employees will:

• Never do anything at work that would interfere with a person's right to choose to volunteer for political causes or contribute to political parties in their personal capacity
• Always make it very clear when participating in political activities, especially when speaking to the media or other community members, that they are acting in a strictly personal capacity, not on Goldcorp's behalf
• Never use Goldcorp materials; for example, stationery, email, facilities or funds, when engaged in personal political activities

Goldcorp believes that it can make a contribution to the development of sound public policy. We periodically involve ourselves in discussions with governments and other institutions to contribute to issues that have the potential to affect our activities. In some instances, this activity is coordinated through representative industry bodies, but we reserve the right to work directly with governments where it is most effective.

Government of Canada Bill C-300

In 2010, Goldcorp joined with other Canadian gold producers and industry associations in activities related to Private Member's Bill C-300 (Corporate Accountability for the Activities of Mining, Oil or Gas Corporations in Developing Countries), which proposed new regulations for the accountability of mining in developing countries. During this process, Goldcorp provided members of the Federal government with information regarding Goldcorp's Corporate Social Responsibility activities across all of our operations and also provided information regarding the international standards that the Company adheres to. In addition, Goldcorp, along with other gold producers and industry advocates, appeared before the Standing Committee on Foreign Affairs and International Development in Ottawa to discuss Bill C-300.

Dodd–Frank Wall Street Reform and Consumer Protection Act

The World Gold Council (of which Goldcorp is a member) has responded to the US Securities and Exchange Commission consultation on the regulations to implement the US Dodd-Frank 'conflict minerals' legislation (the Wall Street Reform and Consumer Protection Act). The World Gold Council is fully supportive of the humanitarian intentions underpinning the Act of preventing gold or other minerals from the Democratic Republic of the Congo being misused to fund or otherwise benefit armed groups and of rooting out 'conflict minerals' from the supply chain. The World Gold Council's members are involved in the leading corporate responsibility frameworks designed to promote human rights and transparency in the extractive sector and are working to combat 'conflict minerals'.

Contributions to Political Parties

Because laws in certain jurisdictions prohibit or regulate corporate donations to political parties, politicians or candidates for public office, Goldcorp's policy is that all contributions to political parties, politicians or candidates for public office must be approved in advance by Goldcorp's Board of Directors, Chief Executive Officer or an Executive Vice President.

As required in our Code, directors, officers and employees will:

• Never contribute funds or authorize the contribution of funds by or in the name of Goldcorp to any political party, politician or candidate for public office at any level of government (local, regional or national) in any country without the prior approval of Goldcorp's Board of Directors, Chief Executive Officer or an Executive Vice President. In making any such contributions, Goldcorp will endeavour to avoid circumstances in which Goldcorp appears to be publicly supporting a particular candidate or political party (e.g., use of Goldcorp name or logo in promotional material or event signage). This policy also applies to payments to charities, lobbying firms, research institutes or other organizations which represent or direct funds to a political party, politician or candidate for public office.
• Always seek approval of Goldcorp's Board of Directors, Chief Executive Officer or an Executive Vice President before purchasing for or in the name of Goldcorp admission to or seats at a conference, breakfast, lunch, dinner or any other event organized by or on behalf of a political party, politician or candidate for public office for which a fee is paid or contribution required. Goldcorp will participate in such events only where justified by a legitimate business purpose.

Goldcorp did not make any political donations in 2010.

Compliance

Goldcorp believes that fair competition is fundamental to our commitment to integrity and is committed to complying with the laws of all countries which prohibit restraints of trade, unfair practices or abuse of economic power.

Our Code 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 events where our business partners or competitors are discussing topics that may be considered to be anti-competitive practices.
• Always talk to the General Counsel (ethics.help@goldcorp.com or +1 604.699.0410) about any questions or concerns relating to anti-competitive issues.

There were no fines paid or non-monetary sanctions for noncompliance with laws and regulations relating to social or community issues at any of Goldcorp's mine sites in 2010.