TERMSOFREFERENCEFORTHEGOVERNANCEANDNOMINATINGCOMMITTEE

I.
PURPOSE
The main purpose of the Governance and Nominating Committee (the
Committee) is to provide a focus on governance that will enhance Goldcorp Inc.
(GoldcorportheCompany)performance,toassessandmakerecommendations
regarding Board of Directors (the Board) effectiveness and to establish and lead
the process for identifying, recruiting, appointing, reappointing and providing
ongoingdevelopmentfordirectors.
II.

III.

COMPOSITIONANDOPERATIONS
A.

TheCommitteeshallbecomposedofnotfewerthantwodirectorsandnot
morethanfivedirectors,allofwhomshallbeindependentdirectors.

B.

TheCommitteeshallmeetatleasttwotimesperyear.

C.

The Committee shall operate under the guidelines applicable to all Board
committees,whicharelocatedinitem31(vii)ofTabA8,BoardGuidelines.

DUTIESANDRESPONSIBILITIES
SubjecttothepowersanddutiesoftheBoard,theCommitteewill:
A.

Annually review the Boards relationship with management to ensure the

Boardisableto,andinfactdoes,functionindependentlyofmanagement.

B.

Develop,andannuallyupdateandrecommendtotheBoardforapproval,a
longtermplanforBoardcompositionthattakesintoconsideration:

i)

theindependenceofeachdirector;

ii)

thecompetencies,diversityandskillstheBoard,asawhole,should
possess;

iii)

the current strengths, skills and experience represented by each

director,aswellaseachdirectorspersonalityandotherqualitiesas
theyaffectBoarddynamics;

iv)

retirementdates;

v)

theappropriatesizeoftheBoard,withaviewtofacilitatingeffective
decisionmakingand

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vi)

thestrategicdirectionoftheCompany.

C.

Developrecommendations regarding theessential and desiredexperiences

andskillsforpotentialdirectors,takingintoconsiderationtheBoardsshort
term needs and longterm succession plans. Consider and develop
recommendationstotheBoardonwhatchangestotheCompanyscurrent
policies relating to the representation of women on the Board and in
executiveofficerpositionsmaybeadvisable.

D.

Developandimplementaprocesstohandleanynomineesfordirectorwho
arerecommendedbysecurityholders.

E.

InconjunctionwiththeNonExecutiveBoardChair,recommendtotheBoard
nomineesforelectiontotheBoard,consideringwhatcompetencies,diverse
perspectives and skills each nominee will bring to the Board as well as
whetherornoteachnewnomineecandevotesufficienttimeandresources
tohisorherdutiesasaBoardmember.

F.

Review periodically, for Board approval, a Board Manual outlining the

policies and procedures by which the Board will operate and the terms of
reference for the Board, the NonExecutive Board Chair, the CEO, and
committeesoftheBoard.

G.

InconjunctionwiththeNonExecutiveBoardChair,assesstheneedsofthe
Board in terms of the frequency and location of Board and committee
meetings,meetingagendas,discussionpapers,reportsandinformation,and
the conduct of meetings and make recommendations to the Board as
required.

H.

InconjunctionwiththeNonExecutiveBoardChair,recommendcommittee
membersandcommitteechairappointmentstotheBoardforapprovaland
review the need for, and the performance and suitability of, those
committeesandmakerecommendationsasrequired.

I.

Review, monitor and make recommendations to the Board regarding the

orientationandeducationofdirectors.

J.

Annually review the directors compensation program and make any

recommendationstotheBoardforapproval.

K.

Annually review the Companys directors and officers thirdparty liability

insurancetoensureadequacyofcoverage.

L.

Review the Boards needs for formal Board, committee and individual
director evaluation processes; and develop and implement appropriate
processes.

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M.

Review and approve the request of an individual director to engage

independent counsel in appropriate circumstances, at the Companys
expense.

N.

With regard to the Companys Code of Business Conduct and Ethics (the
Code):

i)

review and update periodically the Code and ensure that

managementhasestablishedasystemtoenforcetheCode;

ii)

review actions taken to ensure compliance with the Code and the
resultsofconfirmationsandviolationsofsuchCode;

iii)

ensure the Code, any revisions to the Code and any waivers to the
Code granted by the Board are disclosed in a manner that meets
regulatoryguidelines;

iv)

ensure that any departures from the Code by a director or senior

officer that constitute a material change within the meaning of
National Instrument 51201 Disclosure Standards, are reported in a
mannerthatfullymeetsregulatoryrequirements.

O.

Annually compare the Companys corporate governance practices against

those recommended or required by any applicable regulator or stock
exchange. Ensure the Company meets all requirements, and where the
Companyspracticesdifferfromrecommendedpractices,recommendtothe
Board whether this situation continues to be in the best interests of
theCompany.

P.

Develop for Board approval an annual report of Goldcorps governance

practices. This report shall include adequate detail to meet or exceed any
regulatory or legal governance disclosure requirements, in addition to any
additionaldisclosuretheBoarddeemsimportant.Disclosureshouldinclude,
butnotbelimitedtotheitemsinthegovernancedisclosurechecklistinthe
appendix to these Terms of Reference. The Committee shall communicate
with other Board committees as necessary regarding disclosure of items
undertheirrespectivemandates.

Q.

Implement and oversee measures for security holders to contact the

independent directors, and ensure these measures are communicated to
shareholders.

R.

RecommendtotheBoardanyreportsoncorporategovernancethatmaybe
requiredorconsideredadvisable.

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S.

IV.

V.

At the request of the Board, undertake such other corporate governance

initiatives as maybe necessary ordesirable to contribute to the success of
theCompany.

ACCOUNTABILITY
A.

TheCommitteeChairhastheresponsibilitytomakeperiodicreportstothe
Board,asrequested,ongovernanceandhumanresourcemattersrelativeto
theCompany.

B.

The Committee shall report its discussions to the Board by maintaining

minutes of its meetings and providing an oral report at the next Board
meeting.

ANNUALBOARDAPPRAISALPROCESS
Date

Description

a) Reviewskillsmatrixanddeterminelongtermboard
requirementsandretirements

b) Reviewboardandcommitteequestionnaireandamendor
appendasneeded

c) Discussappropriateformofindividualdirectorevaluations:
paperand/orpersonalinterviewsbytheChair

d) Establishmethodologyforappraisingtheperformanceof
theChair

2.

Sendoutboard/committeequestionnaireandinitiatethe
individualdirectorevaluationprocess

3.

Reviewthequestionnaireandinterviewresults

4.

Takeconclusionsofthereviewtothefullboard

5.

Initiateactionstoimproveboard,committeeandindividual
performance.

Step
1.

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