Agnico-Eagle strives to earn and retain the trust of shareholders through a steadfast commitment to sound and effective corporate governance. Our governance practices reflect the structure and processes we believe are necessary to improve company performance and enhance shareholder value. As governance standards change, and our company grows, these practices are assessed and modified as needed.
Board of Directors
Our Board consists of 14 directors. All but two directors are independent of management and free from any interest or business that could materially interfere with their ability to act in the company’s best interests.
The Board is ultimately responsible for overseeing the management of the business and affairs of the company and, in doing so, is required to act in the best interests of the company. It discharges its responsibilities either directly or through four committees:
Board Mandate
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Our Board of Directors has the following responsibilities and duties:
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Responsible for the stewardship of the company.
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To oversee the management of the business and affairs of the company.
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To perform such duties and approve certain matters as may be required by applicable legislation and regulations including those of the Ontario Securities Commission and the Toronto and New York Stock Exchanges.
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To oversee the company’s strategic direction, organizational structure and succession planning of the Chief Executive Officer.
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To adopt a strategic planning process and approve, on an annual basis, a strategic plan for the company, which takes into account, among other things, the opportunities and risks of the business.
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To identify the principle business risks and review and approve key policies and practices, particularly in the areas of mine development and safety, property acquisitions, reserve and resource calculations, internal control, corporate governance and operational risk, and to ensure the implementation of appropriate systems to manage those risks.
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To ensure that the Board receives from senior management the information and input required to enable the Board to effectively perform its duties.
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To ensure the integrity of the company’s internal controls and management information systems.
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To review and approve all material transactions.
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To review the performance of the company on a consolidated basis and approve all annual and quarterly statements and the declaration of dividends.
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To satisfy itself, to the extent feasible, as to the integrity of the Chief Executive Officer and other executive officers and that the Chief Executive Officer and other executive officers create a culture of integrity throughout the organization.
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To approve the appointment and compensation of executive management and training and monitoring of executive management.
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To develop the company’s approach to corporate governance and its corporate governance principles and guidelines.
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To advise and counsel the Chief Executive Officer.
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On the recommendation of the Corporate Governance Committee, to appoint directors or recommend nominees for election to the Board at the Annual Meeting of Shareholders.
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To appoint a non-executive Chairman of the Board or Lead Director from its membership.
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To establish committees of the Board, delegate the appropriate responsibilities to said committees, and appoint the Chairs for committees of the Board.
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To conduct and act upon annual assessments and evaluations of the Board, committees of the Board and individual directors.
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To oversee the establishment of processes for accurate, timely and full public disclosure, including the Company’s disclosure policy.
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To ensure that there is an ongoing appropriate and effective process in place for ensuring adherence to the company’s Code of Business Conduct and Ethics.