Corporate Governance

At Goldcorp, we strive to earn the confidence and trust of all our stakeholders by maintaining the highest standards of integrity, responsibility and transparency, and consistently meeting or exceeding industry standards for corporate governance and ethics.

This is a brief summary of the responsibilities of the Goldcorp Board of Directors and its committees. Complete information is available at www.goldcorp.com/About-Us/Governance

Board Responsibilities and Duties

Directly and through its committees, the Board of Directors supervises the management of Goldcorp's business and affairs. The Board delegates the day-to-day authority and responsibility for Goldcorp's operations to management and develops and approves major policy decisions. The Board also reviews management performance and effectiveness, and oversees the enterprise risk management process. The Board's expectations are communicated to management directly and through Board committees.

Ethics from the Ground Up

Goldcorp's commitment to high standards of business practice is laid out in its Code of Conduct document, Ethics from the Ground Up. The Code establishes and mandates standards for personal and business ethics, anti-harassment, workplace diversity and workplace health and safety. Directors, officers and employees are subject to the Code, as are all consultants, contractors and subcontractors at all company operations. To encourage reporting of any violations of the Code, Goldcorp maintains an anonymous and confidential email address, as well as toll-free hotlines in each operational region, which any employee or contractor can use without fear of repercussions.

Board Committees

Each of the Board's committees is composed of four independent members.

  • The Audit Committee oversees the Company's financial reporting and internal controls over financial reporting, disclosure, internal audits and its compliance with legal and regulatory requirements.
  • The Governance and Nominating Committee is responsible for nominating new directors to the Board, and for developing and maintaining governance practices that ensure high standards of corporate governance.
  • The Sustainability, Environment, Health and Safety Committee reviews and monitors the Company's sustainable development, environmental, and workplace health and safety policies and activities, and may investigate any activity that relates to these issues.
  • The Compensation Committee assists the Board with the human resources and compensation issues related to establishing and ensuring the continuity of the Company's executive officers and senior management. They review and establish executive compensation policies and guidelines which are designed to align compensation with the Company's sustainable profitability and growth.
Say on Pay At the February 2012 Board meeting, the Goldcorp Board adopted a "Say on Pay" policy that will give shareholders the right to an advisory vote on executive compensation at the April 26, 2012 Annual General Meeting. Shareholders will now have the opportunity to review, and vote on, the decisions of the Compensation Committee.
DIRECTORS ARE PICTURED FROM LEFT TO RIGHT
1
P. Randy Reifel
Independent Director, President of Chesapeake Gold Corp., Director since November 2006
Areas of expertise: Mineral Exploration; Mergers & Acquisitions
2
JOHN P. Bell
Independent Director, Director since February 2005
Areas of expertise: Environment, Safety and Sustainability; Social, Economic and Foreign Policy
3
Kenneth F. Williamson
Independent Director, Independent Consultant, Director since November 2006
Areas of expertise: Financing; Mergers & Acquisitions
4
Douglas M. HoLTby
Independent Director, Vice Chairman of the Board and Lead Director, President and Chief Executive Officer of three private investment companies, Director since February 2005
Areas of expertise: Accounting; Consulting and Private Equity
5
Ian W. Telfer
Chairman of the Board, Director since February 2005
Areas of expertise: Mergers & Acquisitions; Finance
6
Charles A. Jeannes
President and Chief Executive Officer, Director since May 2009
Areas of expertise: Mergers & Acquisitions; Mining Exploration Law
7
Beverley A. Briscoe
Independent Director, President of Briscoe Management Limited, Director since April 2006
Areas of expertise: Accounting; Finance
8
Peter J. Dey
Independent Director, Chairman of Paradigm Capital Inc., Director since June 2006
Areas of expertise: Financing; Governance; Mergers & Acquisitions
9
A. Dan Rovig
Independent Director, Independent Consultant, Director since November 2006
Areas of expertise: Mining, Metallurgy and Exploration; Governance
10
Lawrence I. Bell
Independent Director, Director since February 2005
Areas of expertise: Accounting; Energy; Environment, Safety and Sustainability
Ms. Blanca Treviño de Vega was appointed to the Board of Directors on February 15, 2012. Ms. Treviño currently serves as President and Chief Executive Officer of Softtek, based in Monterrey, Mexico. Under her guidance, Softtek has grown to become a global provider of process-driven IT solutions, with nine Global Delivery Centres and 30 offices in North America, Latin America, Europe and Asia. Ms. Treviño de Vega was named one of the "Top 25 Businesswomen" by the Latin Business Chronicle and a Rising Star on Fortune's list of the "50 Most Powerful Women in Global Business". Her appointment to the Goldcorp Board brings the number of directors to 11.