TERMSOFREFERENCEFORTHESUSTAINABILITYCOMMITTEE

I.
PURPOSE

II.

III.

A.

The main purpose of the Sustainability Committee (the Committee) is to

review and monitor the Environmental and Sustainability Policy, Corporate
Social Responsibility Policy, Occupational Health and Safety Policy, and
SecurityPolicy(thePolicies)andactivitiesofGoldcorpInc.(Goldcorpor
theCompany)onbehalfoftheBoardofDirectors(theBoard).

B.

TheCommitteemayinvestigateanyactivityofthecompanythatrelatesto
sustainability,including,environment,corporatesocialresponsibility,health
andsafety,andsecurity.

C.

The Committee will have access to such officers and employees of the
Company and to independent consultants and advisors, and to such
information respecting the Company as it considers necessary in order to
performitsdutiesandresponsibilities.

COMPOSITIONANDOPERATIONS
A.

TheCommitteeshallconsistofnotfewerthantwoandnotmorethanfive
directors,themajorityofwhomshallbeindependentdirectors.

B.

TheCommitteewillmeetatleasttwotimesperyear.

C.

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

DUTIESANDRESPONSIBILITIES
TheCommitteeshall:
A.

Review,monitor,andasappropriaterevise,thePoliciesoftheCompanyon
behalfoftheBoard;

B.

Review and monitor the sustainability, environmental, corporate social

responsibility,safetyandhealth,andsecurityperformanceoftheCompany
on behalf of the Board to ensure that management is taking appropriate
measurestoachievecompliancewithappropriatelaws,legislation,andthe
CompanysPolicies;

Approved by the SEHS Committee on April 26, 2016 and by the Board on April 27, 2016

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IV.

C.

Encourage,assist,supportandcounselmanagementindevelopingshortand
longtermpoliciesandstandardstoensurethattheprinciplessetoutinthe
policiesarebeingadheredtoandachieved;

D.

Periodically review , environmental, corporate social responsibility, health

andsafety,andsecurityissuesandincidentstodetermine,onbehalfofthe
Board, that management is taking appropriate action in respect of those
matters and that management has been duly diligent in carrying out its
responsibilitiesandactivitiesinthatregard;

E.

Periodically review the results of Sustainability Excellence Management

System (SEMS) audits and managements activities with respect to such
audits;

F.

Review and monitor managements activities to ensure that the principle

risksandopportunitiestotheCompanyrelatedtoenvironmental,corporate
social responsibility, health and safety, and security are identified by
managementandthatsufficientresourcesareallocatedbymanagementto
addresstheserisksandopportunities;

G.

Ensure that the Companys directors are kept abreast of their duties and
responsibilitiesrelatedtothescopeofthisCommittee;

H.

Make periodic visits, as individual members or as the Committee, to

corporate locations in order to become familiar with the nature of the
operations,andtoreviewrelevantobjectives,proceduresandperformance
with respect to sustainability, environment, corporate social responsibility,
healthandsafety,andsecurity;and

I.

Investigate, or cause to be investigated, any extraordinary negative

sustainability, environment, corporate social responsibility, health and
safety,andsecurityperformancewhereappropriate.

ACCOUNTABILITY
A.

TheCommitteeChairhastheresponsibilitytomakeperiodicreportstothe
Board, as requested, on sustainability, environmental, corporate social
responsibility, health and safety, and security matters relative to the
Company.

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.

Approved by the SEHS Committee on April 26, 2016 and by the Board on April 27, 2016

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