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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date: May 14, 2004
GOLDCORP INC.
145 King Street West, Suite 2700
Toronto, Ontario MSH 1J8
CANADA
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GOLDCORP INC. | ||
By: |
/s/ |
R. Gregory Laing |
Name: | R. Gregory Laing | |
Title: | Vice President, Legal |
Date: May 14, 2004
GOLDCORP INC.
MANAGEMENT INFORMATION CIRCULAR
AND PROXY STATEMENT
This Management Information Circular and Proxy Statement is furnished in connection with the
Annual and General Meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares") of Goldcorp Inc. ("Goldcorp" or the "Corporation") to be held on Wednesday, June 16, 2004 at 4:00 p.m. (Eastern Daylight Savings Time) at the John W.H. Bassett Theatre of the Metro Toronto Convention Centre, 255 Front St. West, Toronto, Ontario, M5V 2W6 and at any continuation thereof after an adjournment.The information contained herein is given as of March 31, 2004, except as otherwise stated.
Pursuant to the Multijurisdictional Disclosure System adopted by the United States Securities and Exchange Commission, the Corporation is a "foreign private issuer" and, accordingly, is not subject to the proxy rules under the
Securities Exchange Act of 1934, as amended.All dollar amounts set forth in this Circular are expressed in United States dollars, unless otherwise indicated. Amounts converted from Canadian dollars to United States dollars are based on an average exchange rate over the twelve months ended December 31, 2003 at a rate of US$0.7137. On March 31, 2004, the noon buying rate of the Bank of Canada for Cdn$1.00 was US$0.7631.
SECTION I - VOTING INFORMATION
Solicitation of Proxies
The enclosed proxy is being solicited by or on behalf of the management of the Corporation.
The mailing to Shareholders of this Circular will be on or about Thursday, May 13, 2004. The cost of soliciting proxies will be borne by Goldcorp. While most proxies will be solicited by mail only, regular employees of the Corporation may also solicit proxies by telephone or in person. Such employees will receive no additional compensation for these services other than their regular salaries, but will be reimbursed for their reasonable expenses.Goldcorp will provide proxy materials to brokers, custodians, nominees and fiduciaries and will request that such materials be promptly forwarded to the beneficial owners of Common Shares registered in the names of such brokers, custodians, nominees and fiduciaries. The Corporation will reimburse brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses incurred in forwarding proxy materials to beneficial owners of Common Shares.
Voting Common Shares
The Board of Directors of Goldcorp has fixed
Friday, April 30, 2004 as the record date for the purpose of determining Shareholders entitled to receive Notice of the Meeting (the "Meeting Record Date").The Corporation will prepare, no later than ten (10) days following the Meeting Record Date, a list of Shareholders entitled to vote as of the Meeting Record Date, showing the number of Common Shares held by each such Shareholder. Each person named on the list of Shareholders is entitled to one (1) vote for each Common Share held, except to the extent that: (i) the Shareholder has transferred any Common Shares after the Meeting Record Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates or otherwise establishes ownership of those Common Shares and requests not later than ten (10) days before the date of the Meeting that the transferee's name be included on such list before the Meeting, in which case the transferee is entitled to vote those Common Shares at the Meeting. Shareholders may also cast their vote electronically or by telephone by following the instructions on the enclosed form of proxy or voting instruction form.
Registered Shareholders
Registered shareholders are Shareholders whose Common Shares are held in their own name and they will have received a proxy form in their own name.
Non-Registered / Beneficial Shareholders Beneficial Shareholders are Shareholders who do not hold
their Common Shares in their own name, but rather in the name of a nominee -
this could be a bank, trust company, securities broker or other financial
institution (and is known as holding in "street form"). If you are a non-registered Shareholder, there are two (2)
ways you can vote your Common Shares held by your nominee. Your nominee is
required to seek voting instructions from you in advance of the Meeting in
accordance with securities laws, and so you will receive, or will have already
received from your nominee, a request for voting instructions or a proxy form
for the number of Common Shares you hold. Every nominee has its own mailing
procedures and provides its own signing and return instructions. Therefore,
please follow them in order to make sure that your Common Shares are voted. Alternatively, if you wish to vote in person at the Meeting,
please insert your own name in the space provided on the "Request for Voting
Instructions" or proxy form to appoint yourself as proxy holder and follow the
signing and return instructions of your nominee. Non-registered Shareholders who
appoint themselves as proxy holders should, at the Meeting, present themselves
to a representative of Computershare Trust Company of Canada. Appointment of Proxy Holders The persons named in the enclosed form of proxy are directors
and/or officers of Goldcorp.
All Common Shares represented by a properly executed and deposited proxy will be voted or withheld from voting on the matters identified in the Notice of Meeting in accordance with the instructions of the Shareholder as specified thereon.
If you have appointed a person who was designated by Goldcorp to vote on your behalf as provided in the enclosed form of proxy and you do not provide any instructions concerning any matter identified in the Notice of Meeting, the Common Shares represented by such proxy will be voted:
The enclosed form of proxy, when properly signed, confers discretionary authority on the person or persons named to vote on any amendment to matters identified in the Notice of Meeting and on any other matter properly coming before the Meeting. Management is not aware of any such matter; however, if such matter properly comes before the Meeting, the proxies will be voted at the discretion of the person or persons named therein. The persons named in the form of proxy are either officers or directors of Goldcorp.
Revocability of Proxies
A Shareholder executing the enclosed form of proxy has the right to revoke it at any time before it is exercised. Subsections 110(4) and (4.1) of the
Business Corporations Act (Ontario) (the "OBCA") provide that a Shareholder may revoke a proxy by depositing an instrument in writing, executed by the Shareholder or by an attorney authorized in writing, at, or by transmitting, by telephonic or electronic means or any other manner permitted by law, a revocation to, the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or by depositing such instrument with the Chair of the Meeting on the day of the Meeting, or any adjournment thereof, or in any other manner permitted by law.
Voting Shares and Principal Shareholders The authorized capital of the Corporation consists of an
unlimited number of Common Shares. As of March 31, 2004, there were 189,552,593
Common Shares outstanding. Each Common Share carries the right to one (1) vote
on any matter properly coming before the Meeting. A quorum for the meeting of
Shareholders must have two (2) persons present and authorized to vote and must
represent at least one-third (1/3) of the total number of outstanding Common
Shares. To the knowledge of the directors and officers of Goldcorp, the only person
or company that beneficially owns, directly or indirectly, or exercises control
or direction over, in excess of 10% of the outstanding Common Shares is:
Name and Address of Beneficial Owner (1) | Number of Common Shares (1) | % of Class (2) | |
FMR Corp | 27,513,504 | 14.51% | |
82 Devonshire Street | |||
Boston, MA 02109 | |||
Notes: |
SECTION II - BUSINESS OF THE MEETING
1.
Financial Statements and Auditor's ReportThe Management's Discussion and Analysis, including the audited consolidated financial statements of Goldcorp for the year ended December 31, 2003 and the auditor's report on those financial statements, are included with the mailing of this Circular. Additional copies may be obtained from the Investor Relations Department of Goldcorp upon request.
2.
Election of DirectorsThe articles of Goldcorp provide that the board of directors of Goldcorp (the "Board of Directors") shall consist of a minimum of three (3) and a maximum of ten (10) directors and the number may be fixed from time to time by the Board of Directors. The Board of Directors has set the number of directors to be elected at the Meeting at eight (8).
The nominees for election as directors of Goldcorp are listed below, all of whom are currently serving as directors of Goldcorp. The persons proposed for election are, in the opinion of the Board of Directors and management, well qualified to act as directors for the forthcoming year.
Such nominees, if elected, will serve until the next Annual Meeting of Shareholders or until his successor is duly elected or appointed. Management has been informed that each nominee is willing to serve as a director, if elected.
Management recommends a vote for all nominees for election as directors of the Corporation.The following table sets out the names of the eight (8) nominees, their principal occupation or employment and the year from which each has continually served as a director of Goldcorp. The table also sets out, as of March 31, 2004, the number of Common Shares owned by each of them or over which control or direction is exercised by each of them, and the number of stock options which they hold in Goldcorp.
NOMINEES FOR ELECTION AS DIRECTORS | ||
Name, Position with the Corporation and/or Principal Occupation |
Common Shares | Stock Options |
DAVID R. BEATTY, O.B.E. (4) | 32,000 (7) | 48,000 |
Resident of Toronto, Ontario | ||
Chair and Chief Executive Officer of Beatinvest Limited, an investment | ||
company. He is currently Managing Director of the Canadian Coalition | ||
For Good Governance and Professor of Strategy and Director of the | ||
Clarkson Centre for Business Ethics at the University of Toronto. He | ||
serves on the boards of the Bank of Montreal, Inmet Mining, First | ||
Service and Thistle Mining. He was previously Chair and Chief | ||
Executive Officer of Old Canada Corporation. | ||
Director of Goldcorp and its predecessor companies since 1994. | ||
RONALD M. GOLDSACK(1) | 34,000 (7) (9) | 24,000 |
Resident of Toronto, Ontario | ||
President of Pondfield Capital Corporation Inc., an independent | ||
investment consultant company in corporate acquisitions, mergers, | ||
takeovers and valuations. | ||
Director of Goldcorp since 2003. | ||
STUART R. HORNE | 300,000 (6) (7) | 63,750(5) |
Resident of Caledon, Ontario | ||
President of Tombill Mines Ltd. | ||
He was a director of CSA Management Inc. from 1985 to 2000. | ||
Director of Goldcorp since 2000. | ||
JAMES P. HUTCH, P.ENG. (4)(5) | 20,000 (7) | 40,000 |
Resident of Saskatoon, Saskatchewan | ||
Engineer. He is President of Hutchtech Inc., a consulting firm, for the | ||
past nine years. He is past President and Chief Executive Officer, | ||
and past Chair of the Saskatchewan Research Council. He has held | ||
senior executive and leadership positions in government, and the | ||
mining and manufacturing industries. He chairs and is a member of | ||
boards of directors of a number of advanced technology companies. | ||
Director of Goldcorp and its predecessor companies since 1998. | ||
BRIAN W. JONES (1)(2)(3) | 32,000 | |
Resident of St. Louis, Missouri USA | ||
President and Chief Executive Officer of New Heights International | ||
Inc., an investment company. He is a director of several corporations. | ||
Director of Goldcorp and its predecessor companies since 1990. | ||
ROBERT R. McEWEN | 6,434,484 (8) | 2,135,000 |
Resident of Toronto, Ontario | ||
Chairman and Chief Executive Officer of Goldcorp Inc. | ||
He has been a Director of Goldcorp and its predecessor companies since | ||
1986. He is also Chair, Chief Executive Officer and a Director of | ||
Lexam Explorations Inc. He was previously Chair, Chief Executive | ||
Officer and a director of CSA Management Inc. | ||
Director of Goldcorp and its predecessor companies since 1986. | ||
DR. DONALD R.M. QUICK (2)(3)(4) | 9,500 (7) | 48,750 |
Resident of Hamilton, Ontario | ||
He is a Doctor of Chiropractic who owned and operated the East | ||
Hamilton Chiropractic Clinic from 1977 to 2002. He was a director of | ||
CSA Management Inc. from 1996 to 2000. | ||
Director of Goldcorp since 2000. | ||
MICHAEL L. STEIN (1)(2)(3) | 20,000 (7) | 111,000 |
Resident of Toronto, Ontario | ||
He is the Chair and Chief Executive Officer of the MPI Group, a | ||
private investment company. He is also Executive Chair of CAP REIT. | ||
Previously, Chair and Chief Executive Officer of Canadian Apartment | ||
Communities Inc. and Canadian Apartment Management Inc. He was | ||
a director of CSA Management Inc. from 1994 to 2000. | ||
Director of Goldcorp since 2000. |
Notes:
Represents stock options to purchase up to 63,750 Common
Shares held in his personal capacity and 300,000 Common Shares owned by
Tombill Mines. Mr. Horne owns a controlling interest in Tombill Mines.
Represents less than 1% of outstanding Common Shares.
Represents approximately 3.39% of outstanding Common Shares.
Represents 10,000 Common Shares held in his personal capacity and 24,000 Common Shares held by the Estate of C.M. Goldsack. Mr. Goldsack exercises control or direction over the Estate.
The Corporation does not have an executive committee.
The Corporation has an Audit Committee, as required by the OBCA, and its members are Mr. Brian W. Jones (Chair), Mr. Ronald M. Goldsack and Mr. Michael L. Stein.
See "Section IV - Corporate Governance - Committees of the Board of Directors - Audit Committee".Mr. Brian W. Jones (Chair), Dr. Donald R.M. Quick and Mr. Michael L. Stein comprise the Nominating and Corporate Governance Committee of the Board of Directors.
See "Section IV - Corporate Governance - Committees of the Board of Directors - Nominating and Corporate Governance Committee".Mr. Michael L. Stein (Chair), Mr. Brian W. Jones and Dr. Donald R.M. Quick comprise the Compensation Committee of the Board of Directors.
See "Section IV - Corporate Governance - Committees of the Board of Directors - Compensation Committee".Mr. James P. Hutch (Chair), Mr. David R. Beatty and Dr. Donald R.M. Quick comprise the Health, Safety and Environment Committee of the Board of Directors.
See "Section IV - Corporate Governance - Committees of the Board of Directors - Health, Safety and Environment Committee".3.
Re-Appointment of AuditorThe Board of Directors recommends that KPMG LLP, Chartered Accountants, be re-appointed as Goldcorp's auditor to hold office until the close of the next Annual Meeting and that the Board of Directors be authorized to fix their remuneration as such.
Representatives of KPMG LLP will be present at the Meeting.
See "Section III - Executive Compensation and Other Information - Disclosure of Auditor Fees".SECTION III - EXECUTIVE COMPENSATION AND OTHER INFORMATION
Compensation of the Directors
Directors of the Corporation who are not employees of the Corporation are remunerated for their services as follows:
|
$ | 14,274 |
|
$ | 2,141 |
|
||
|
$ | 714 |
The committee meeting fee is reduced to $357 if such meeting is held on the same day as a meeting of the Board of Directors. If a director is required to travel for an additional day to attend a meeting of the Board of Directors or a committee meeting, an additional attendance fee of $714 is payable to such director. Directors are reimbursed for their reasonable expenses incurred to attend meetings.
The Corporation is authorized to pay the fees of the directors of Goldcorp in Common Shares
. Upon a change of control of the Corporation, all unexercised and unvested stock options held by Directors will become immediately exercisable.
Officers of the Corporation The following table sets out the officers of the Corporation
and, as of March 31, 2004, the number of Common Shares owned by each of them or
over which control or direction is exercised by each of them, and the number of
stock options which they hold in
OFFICERS | ||
Common | Stock | |
Name, Position with the Corporation and/or Principal Occupation |
Shares | Options |
ROBERT R. McEWEN | 6,434,484 (1) | 2,135,000 |
Resident of Toronto, Ontario | ||
Chairman and Chief Executive Officer | ||
He has been a Director of Goldcorp and its predecessor companies since | ||
1986. He is also Chair, Chief Executive Officer and a director of Lexam | ||
Explorations Inc. He was previously Chair, Chief Executive Officer and | ||
a director of CSA Management Inc. | ||
R. BRUCE HUMPHREY | 75,000 (2) | 400,002 |
Resident of Brampton, Ontario | ||
Senior Vice President and Chief Operating Officer | ||
He has been with Goldcorp since April 1998. From 1995 until | ||
1998, he was a Vice President of the BLM Service Group. Up until | ||
February, 2003 he was Vice President, Operations and now serves | ||
as Senior Vice President & Chief Operating Officer. He has 31 years | ||
of experience in senior management and engineering positions, acquired | ||
with several mining companies and contractors. Mr. Humphrey has | ||
resigned effective as of May 31, 2004. | ||
JOHN A. BEGEMAN | 4,400 (2) | 329,000 |
Resident of Rapid City, South Dakota USA | ||
Vice President, Western Operations | ||
He has been with Goldcorp since 1987 and has been Vice President, | ||
Western Operations since May 2000. He is the General Manager of | ||
Wharf Resources (USA) Inc. and is responsible for Saskatchewan | ||
Minerals. He has 27 years of experience in the mining industry. | ||
BRAD BOLAND | 5,000 (2) | 102,000 |
Resident of Newmarket, Ontario | ||
Vice President, Finance | ||
He has been with Goldcorp since 1998. He was Controller from | ||
July 2001 to February 2003 when he became Vice President, Finance. | ||
He is also Vice President, Finance of Lexam Explorations Inc. He | ||
has eight years of experience in the mining industry. | ||
CHRISTOPHER J. BRADBROOK | 60,000 (2) | 100,000 |
Resident of Oakville, Ontario | ||
Vice President, Corporate Development | ||
He has been with Goldcorp since January 2001. His career encompasses | ||
a 23 year association with the mining industry, including 18 years working | ||
directly in the industry and 6 years as a mining analyst. He has performed a | ||
variety of roles with several major mining companies and has participated in | ||
several significant gold discoveries, acquisitions and corporate developments | ||
globally. Mr. Bradbrook has resigned effective as of May 7, 2004. | ||
GILLES FILION | 21,100 (2) | 473,000 |
Resident of Mississauga, Ontario | ||
Vice President, Exploration | ||
He has been with Goldcorp since March 1998. He is also Vice President, | ||
Exploration of Lexam Explorations Inc. From 1994 to 1998, he was | ||
Manager, Geological Services at Pearson Hoffman. He has 25 years of | ||
experience in gold exploration and mining. |
OFFICERS | ||
Common | Stock | |
Name, Position with the Corporation and/or Principal Occupation |
Shares | Options |
R. GREGORY LAING | 75,000 | |
Resident of Oakville, Ontario | ||
Vice President, Legal | ||
He joined Goldcorp in 2003 after serving for over eight years as | ||
General Counsel to a mid-tier Canadian gold mining company | ||
with extensive international operations. Prior to entering the | ||
mining industry, he worked for nine years as a corporate securities | ||
lawyer at two prominent Bay Street firms. He is also Vice President, | ||
Legal of Lexam Explorations Inc. | ||
PERRY Y. ING | 12,500 | |
Resident of Toronto, Ontario | ||
Corporate Controller | ||
He has been with Goldcorp since December 2003. He is also | ||
Corporate Controller of Lexam Explorations Inc. He is a Chartered | ||
Accountant with six years of experience in the mining practice at | ||
PricewaterhouseCoopers LLP from 1997 to 2003. |
Notes:
Summary Compensation Table
The following table sets out, for the periods indicated, information concerning the compensation earned by the Chief Executive Officer and the other four most highly compensated "executive officers" of the Corporation, as that term is defined by applicable securities legislation.
Annual Compensation (1) |
Long Term Compensation |
|||||||
Awards |
Payouts | |||||||
Restricted Shares | ||||||||
Other Annual | Securities Under | Or Restricted | LTIP | All Other | ||||
Name and | Salary | Bonus | Compensation | Options Granted | Share Units | Payouts | Compensation | |
Principal Position | Year | ($) | ($) | ($) (2) | (#) (3) (4) | ($) | ($) | ($) |
ROBERT R. McEWEN | 2003 | 247,475 | - | 19,081 | 800,000 | - | - | - |
Chairman and | 2002 | 220,845 | 1,900,000 | 16,308 | 2,000,000 | - | - | - |
Chief Executive Officer | 2001 | 223,896 | - | 16,533 | - | - | - | - |
R. BRUCE HUMPHREY (5) | 2003 | 151,364 | 71,370 | 13,200 | 200,000 | - | - | - |
Senior Vice President and | 2002 | 117,827 | 63,690 | 10,127 | 200,000 | - | - | - |
Chief Operating Officer | 2001 | 119,455 | 96,855 | 10,267 | - | - | - | - |
CHRISTOPHER J. BRADBROOK | 2003 | 121,924 | 71,370 | 11,304 | 100,000 | - | - | - |
Vice President, | 2002 | 95,535 | - | 8,789 | - | - | - | - |
Corporate Development | 2001 | 89,901 | - | 6,780 | 200,000 | - | - | - |
GILLES FILION | 2003 | 101,702 | 42,822 | 9,999 | 90,000 | - | - | - |
Vice President, | 2002 | 82,797 | 38,214 | 8,025 | 160,000 | - | - | - |
Exploration | 2001 | 83,941 | 32,285 | 8,136 | - | - | - | - |
BRAD J. BOLAND(6) | 2003 | 86,239 | 28,548 | 4,304 | 60,000 | - | - | - |
Vice President, | 2002 | 63,159 | 15,923 | 3,716 | 42,000 | - | - | - |
Finance | 2001 | 54,885 | 19,371 | 2,215 | - | - | - | - |
Notes:
The Corporation pays its executive officers and certain
members of its senior personnel a monthly payment equal to 6% of his or her
monthly basic salary. This payment is in lieu of the Corporation maintaining a
pension plan for such individuals. The aggregate value of other annual
compensation for each named executive officer does not exceed the lesser of
$33,660 and 10% of his or her aggregate salary and bonus.
Goldcorp Stock Option Plan On October 30, 2000, as part of the amalgamation of Goldcorp
and CSA Management Inc., the Shareholders approved the adoption of a Goldcorp
stock option plan (the "Goldcorp Stock Option Plan"). Share amounts have been
restated to reflect the May 22, 2002 two-for-one stock split. Under the Goldcorp Stock Option Plan, the maximum number of
Common Shares that can be issued is 18,000,000. As of March 31, 2004: 10,497,335
options have been granted and exercised; 5,709,413 options have been granted but
not yet exercised; and 1,793,252 options are available for future grants. The purpose of the Goldcorp Stock Option Plan is to attract
and retain superior employees, to provide a strong incentive for employees and
consultants to put forth maximum effort for the continued success and growth of
the Corporation and its Designated Subsidiaries (as defined in the Goldcorp
Stock Option Plan) and, in combination with these goals, to encourage equity
ownership in the Corporation by its employees and consultants. The Goldcorp Stock Option Plan is administered by the Board
of Directors, with the Compensation Committee having been designated by the
Board of Directors to administer it. The Compensation Committee has full and
complete authority to interpret the Goldcorp Stock Option Plan, to prescribe
such rules and regulations as it deems necessary for the proper administration
of the Goldcorp Stock Option Plan and to make such determinations and to take
such actions in connection therewith as it deems necessary or advisable. The Goldcorp Stock Option Plan is subject to the following: the maximum number of Common Shares which may be issued
under the Goldcorp Stock Option Plan shall not exceed 18,000,000, subject to
adjustment. The maximum number of Common Shares with respect to which grants
may be made to any one (1) employee or his or her associates (as that term is
defined in the the market value of Common Shares issued under the Goldcorp
Stock Option Plan means the closing board lot sale price of the Common Shares
on the Toronto Stock Exchange ("TSX") on the business day immediately
preceding the date of grant and, if there was not a board lot sale on the TSX
on such date, then the last board lot sale prior thereto; options are exercisable for a maximum period of ten (10)
years from the date of grant to the extent the grant has vested. Options vest
one-third (1/3) after the first year after the grant and an additional
one-third (1/3) at the end of each succeeding anniversary date of the grant
thereafter, with the Compensation Committee having the authority to accelerate
the vesting of all or any part of the options; In 2003, there were 1,250,000 stock options granted to the executive officers
of the Corporation.
Securities
Act (Ontario)) shall not
exceed 5% of the issued shares. The maximum number of Common Shares reserved
for issuance to insiders (as defined in the
Securities Act
(Ontario)) of the Corporation and their associates shall not exceed 10% of the
issuable shares, the maximum number of Common Shares which may be issued to
insiders of the Corporation and their associates under the Goldcorp Stock
Option Plan within any one (1) year period, when taken together with any other
share compensation arrangements, shall not exceed 10% of the issuable shares
for all such insiders and associates in the aggregate and, in the case of any
one (1) insider and his or her associates, shall not exceed 5% of the issuable
shares. However, notwithstanding the foregoing, the number of stock options to
be granted in any one (1) year shall be limited to no more than 24,000 stock
options for each director;
The following table sets forth information concerning the aggregated stock
options granted to the executive officers of the Corporation during 2003. Aggregated Option Grants during the Most Recently Completed
Financial Year - 2003
Securities | % of Total | Market Value of | ||||
Under | Options | Securities Underlying | ||||
Options | Granted to | Exercise or | Options on the | |||
Granted | Employees in | Base Price | Date of Grant | |||
Name | (#) | Financial Year | ($/Security) (1)(2) | ($/Security) (1) | Expiration Date | |
ROBERT R. McEWEN | 800,000 | 37 | $12.49 | $ | 10,495,715 | August 19, 2013 |
R. BRUCE HUMPHREY | 200,000 | 9 | $12.49 | $ | 2,623,929 | August 19, 2013 |
CHRISTOPHER J. BRADBROOK | 100,000 | 5 | $12.49 | $ | 1,311,964 | August 19, 2013 |
GILLES FILION | 90,000 | 4 | $12.49 | $ | 1,180,768 | August 19, 2013 |
BRAD J. BOLAND | 60,000 | 3 | $12.49 | $ | 787,179 | August 19, 2013 |
Notes:
The following table sets forth information concerning the aggregated stock options exercised by the executive officers of the Corporation during 2003.
Aggregated Option Exercises during the Most Recently Completed Financial Year and Financial Year-End Option Values - 2003
Value | ||||
Unexercised | ||||
Unexercised | In-the-Money | |||
Securities | Options at | Options at | ||
Acquired | Dec. 31, 2003 | Dec. 31, 2003 | ||
On | Aggregate Value | (#) | ($) | |
Exercise | Realized | Exercisable/ | Exercisable/ | |
Name |
(#) | ($) (1) | Unexercisable | Unexercisable (1)(2) |
ROBERT R. McEWEN | 5,525,000 | $67,307,800 (3) | 1,666 / 2,133,334 | $9,595 / $10,007,981 |
R. BRUCE HUMPHREY | 91,666 | $1,025,442 (4) | 141,668 / 333,334 | $1,276,295 / $1,213,294 |
CHRISTOPHER BRADBROOK | 105,000 | $1,176,800 (5) | 13,333 / 166,667 | $156,463 / $986,099 |
GILLES FILION | 45,000 | $571,050 (6) | 276,333 / 196,667 | $3,042,473 / $814,762 |
BRAD J. BOLAND | 20,000 | $214,000 (7) | 14,000 / 88,000 | $80,634 / $294,872 |
Notes:
Change of Control Agreements The Corporation has change of control agreements with certain executive
officers in order to induce them to remain in the employ of the Corporation in
the event of a "Change of Control" (as defined in the agreements). In the event of a Change in Control, each change of control
agreement provides that, among other things, if the applicable executive
officer's employment is terminated by the Corporation or, in the case of Mr.
Robert R. McEwen, in certain circumstances at his election, at any time within
twenty-four (24) months following the Change in Control (other than for just
cause, disability, retirement or death) such executive officer will be entitled
to receive, among other things, an amount equal to two (2) times their annual
salary and other remuneration (or four (4) times his annual salary and other
remuneration in the case of Mr. McEwen). In addition, upon such event of
termination, all of the executive officer's unexercised and unvested stock
options will become immediately exercisable and will remain exercisable for a
period of 180 days following the date of termination.
Directors' and Officers' Liability Insurance
The Corporation, together with its related companies, maintains liability insurance for the benefit of the Corporation, its related companies and their directors and officers, as a group. The amount of insurance purchased in 2003 was $35,000,000 (aggregate limit). The policy contains a deductible clause of $250,000 for the Corporation and nil for each director or officer, on a per claim basis. In 2003, the aggregate insurance premium was $411,600 and did not distinguish between directors as a group or officers as a group.
Interests of Management and Others in Material Transactions
As of March 31, 2004, no director or executive officer of the Corporation, no security holder who is known to the Corporation to own of record or beneficially hold more than 10% of Common Shares and no associate or affiliate of any such director, executive officer or security holder has had any material interest, direct or indirect, in any transaction since December 31, 2001 or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries, except as disclosed herein.
The Corporation is a party to a management services agreement (the "Management Services Agreement") with Lexam Explorations Inc. ("Lexam") pursuant to which the Corporation provides technical, administrative and corporate management services to Lexam on a cost-recovery basis not to exceed $3,366 per month. Also pursuant to the Management Services Agreement, the Corporation has agreed not to compete with Lexam for mining exploration opportunities within a radius of ten (10) miles of the properties of Lexam for the term of the Management Services Agreement. In 2003, Lexam was invoiced $17,131 pursuant to the Management Services Agreement. The registered and executive offices of Lexam are located at the same address as the registered and executive offices of the Corporation, Suite 2700, 145 King Street West, Toronto, Ontario M5H 1J8.
Mr. Robert R. McEwen serves as Chairman and Chief Executive Officer and is a director of Lexam, Mr. Brad Boland serves as Vice President, Finance, Mr. Gilles Filion serves as Vice President, Exploration, Mr. R. Gregory Laing as Vice President, Legal and Mr. Perry Ing as Corporate Controller of Lexam.
Disclosure of Auditor Fees
During the year ended December 31, 2003, Goldcorp paid a total of $625,000 to KPMG LLP. The following is a description of the fees.
Audit Fees: Audit fees in connection with KPMG LLP's audit of Goldcorp's annual financial statements and their review of Goldcorp's unaudited interim financial statements included in Goldcorp's Quarterly Reports totalled approximately $398,000.
All Other Fees:
Fees billed to Goldcorp by KPMG LLP for all other services totalled approximately $227,000. All non-audit related services performed by KPMG LLP were pre-authorized by the Audit Committee. These fees can be sub-categorized as follows:Other Audit and Audit-Related Services: Other audit and audit-related services are services performed by KPMG LLP that are closely related to the performance of the audit and in many cases could only be provided by Goldcorp's external auditors. Such services include comfort letters and consents related to securities registration statements and other capital raising activities, reports relating to Goldcorp's regulatory filings, reports relating to Goldcorp's compliance with provisions of or calculations required by agreements and due diligence pertaining to acquisitions. The aggregate fees billed to Goldcorp by KPMG LLP for other audit and audit-related services rendered to Goldcorp totalled approximately $81,000.
Tax-Related Services: The aggregate fees billed to Goldcorp by KPMG LLP for tax-related services, such as tax advisory and compliance, totalled approximately $148,000.
Report on Executive Compensation The Compensation Committee of the Board of Directors
considers compensation matters as and when required. The Compensation Committee
reviews and submits recommendations to the Board of Directors with respect to
the Corporation's executive compensation policies and the compensation paid to
the Corporation's executive officers. The Compensation Committee also reviews
the design and competitiveness of the Corporation's compensation and benefit
programs generally and has the authority to recommend to the Board of Directors
for its approval amendments to, and grants pursuant to, such programs. Composition of the Compensation Committee The Compensation Committee is composed of Mr. Michael L. Stein (Chair), Mr.
Brian W. Jones and Dr. Donald R.M. Quick. They are unrelated and independent
members of the Board of Directors. Compensation Philosophy The Corporation's executive compensation policy is designed
to provide for the enhancement of Shareholder value, the successful
implementation of the Corporation's business plans and a link between executive
compensation and the financial performance of the Corporation. The objectives of the Corporation's executive compensation policy are to: The Compensation Committee reviews on an annual basis the
cash compensation, performance and overall compensation package for each
executive officer. It then submits to the Board of Directors recommendations
with respect to the basic salary, bonus and participation in long-term incentive
plans for each executive officer. Basic Salary In determining the basic salary of an executive officer, the Compensation
Committee places equal weight on the following factors: Bonus Payments Executive officers are eligible for annual cash bonuses, after taking into
account and giving equal weight to, financial performance, attainment of certain
corporate objectives and individual performance. In taking into account the financial performance aspect, it
is recognized that executive officers cannot control certain factors, such as
interest rates and the international market for gold and industrial minerals
produced by the Corporation. When applying the financial performance criteria,
the Compensation Committee considers factors over which the executive officers
can exercise control, such as meeting budget targets established by the Board of
Directors at the beginning of each year, controlling costs, taking successful
advantage of business opportunities and enhancing the competitive and business
prospects of the Corporation. There are no preestablished payout ranges. In 2003, bonuses were awarded to the following executive
officers of the Corporation: Mr. R. Bruce Humphrey, Senior Vice President and
Chief Operating Officer, in the amount of $71,370; Mr. Christopher J. Bradbrook,
Vice President, Corporate Development, in the amount of $71,370; Mr. Gilles
Filion, Vice President, Exploration, in the amount of $42,822; and Mr. Brad J.
Boland, Vice President, Finance, in the amount of $28,548.
Long-Term Incentives The Corporation maintains a stock option plan, the "Goldcorp
Stock Option Plan", which was approved by the Shareholders of the Corporation on
October 30, 2000. The Goldcorp Stock Option Plan replaced the "Goldcorp Inc.
1994 Executive Stock Option Plan: Restated May 20, 1997" and the "CSA Employee
Incentive Plan". During 2003, the Board of Directors, on the recommendation of
the Compensation Committee, granted stock options to executive officers of the
Corporation as follows: Mr. Robert R. McEwen, Chairman and Chief Executive
Officer, was granted 800,000 stock options; Mr. R. Bruce Humphrey, Senior Vice
President and Chief Operating Officer, was granted 200,000 stock options; Mr.
Christopher J. Bradbrook, Vice President, Corporate Development, was granted
100,000 stock options; Mr. Gilles Filion, Vice President, Exploration, was
granted 90,000 stock options; and Mr. Brad Boland, Vice President, Finance, was
granted 60,000 stock options. All of these options were granted at an exercise
price of CDN$17.50 (US$12.40) and expire on August 19, 2013. The exercise price
of the stock options was determined with reference to the closing price of the
Common Shares on the TSX on the trading day immediately preceding the date of
the grant of the stock options. The stock options vest one-third (1/3) after the
first anniversary, and an additional one-third (1/3) on each succeeding
anniversary, of the date of grant of the stock options. Compensation Committee of the Michael L. Stein (Chair) March 31, 2004 Performance Graph The following graph shows a comparison for the periods
indicated of the cumulative return of $100 invested in the Corporation's
publicly traded shares versus the S&P/TSX Composite Index and the S&P/TSX
Canadian Gold Index. The graph shows the return on the Corporation's Class A
subordinate voting shares until October 31, 2000, the date of the amalgamation
of Goldcorp with CSA Management Inc., and the Common Shares subsequent to that
date. GOLDCORP COMMON SHARES/CLASS A SUBORDINATE VOTING SHARES
Board of Directors of Goldcorp Inc.
Brian W. Jones
Dr. Donald R.M. Quick
SECTION IV - CORPORATE GOVERNANCE
Goldcorp believes that good corporate governance is an essential element in a well-managed company.
The Corporation's corporate governance practices have been compared with the TSX corporate governance guidelines (the "TSX Guidelines") and are set out in the "Statement of Corporate Governance Practices" attached as Schedule "A" to this Circular.
The Corporation also reviews its corporate governance practices in light of the Sarbanes-Oxley Act of 2002 ("SOX") and the rules and regulations issued by the Securities and Exchange Commission (the "SEC") in the United States to give effect to that legislation, as well as the standards published by the New York Stock Exchange (the "NYSE") in relation to corporate governance requirements for NYSE-listed companies (the "NYSE Standards").
If and when the TSX Guidelines, the SOX-related rules and regulations of the SEC and the NYSE Standards are amended, the Corporation will reassess and make any necessary changes to its corporate governance practices, if appropriate.
The following is a description of the Corporation's corporate governance practices.
Mandate of the Board of Directors
The duties and responsibilities of the Board of Directors are:
to act with a view towards the best interests of the Corporation.
In discharging its mandate, the Board of Directors is responsible for the oversight and review of the development of, among other things, the following matters:
the strategic planning process of the Corporation;
identifying the principal risks of the Corporation's business
and ensuring the implementation of appropriate systems to manage these risks;
succession planning, including appointing, training and
monitoring senior management;
a communications policy for the Corporation to facilitate
communications with investors and other interested parties; and
the integrity of the Corporation's internal control and management information systems.
The Board of Directors also has the mandate to assess the effectiveness of the Board of Directors as a whole, its committees and the contribution of individual directors.
Composition of the Board of Directors
The Board of Directors, as proposed in this Circular for election at the Meeting, will consist of eight (8) members, of whom the Board of Directors has determined that six (6) are "unrelated" for purposes of the TSX Guidelines and "independent" for purposes of SOX and NYSE Standards.
Meetings of the Board of Directors
The Board of Directors meets at least once each calendar quarter and following the annual meeting of Shareholders of the Corporation. The frequency of the meetings and the nature of the meeting agendas are dependent upon the nature of the business and affairs which the Corporation faces from time to time. In 2003, the Board of Directors met seven (7) times. Messrs. McEwen, Beatty, Horne, Hutch, Quick and Stein attended all seven meetings; Mr. Jones attended five and Mr. Goldsack, who was elected as a director in June, 2003, attended all four of the meetings held subsequent to his election.
Independence of the Board of Directors - Lead Director Mr. McEwen is the Chairman of the Board of Directors and the
Chief Executive Officer of the Corporation. The Board of Directors believes that
there are substantial benefits to the Corporation with Mr. McEwen serving in
both of those positions; however, the Board of Directors has also elected a
lead, independent director to preside over non-management director's sessions
and to liaise between the other independent directors and the Chairman with
respect to agenda items and other matters. Mr. James P. Hutch was elected to the
position of lead director on April 21, 2004.
To facilitate the functioning of the Board of Directors independently of management, the following structures and processes are in place:
a lead director has been elected;
there are no other members of management on the Board of
Directors;
when appropriate, members of management, including Mr.
McEwen, are not present for the discussion and determination of certain
matters at meetings of the Board of Directors;
under the by-laws of the Corporation, any two directors may
call a meeting of the Board of Directors;
Mr. McEwen's compensation is considered, in his absence, by
the Compensation Committee (formerly the Compensation/Corporate Governance
Committee) at least once a year; and
in addition to the standing committees of the Board of Directors, independent committees are appointed from time to time, when appropriate.
Committees of the Board of Directors
The Board of Directors has four (4) standing committees:
the Audit Committee;
the Nominating and Corporate Governance Committee;
the Compensation Committee; and
the Health, Safety and Environment Committee.
All of the committees are independent of management and report directly to the Board of Directors. From time to time, when appropriate,
ad hoc committees of the Board of Directors are appointed by the Board of Directors. The Charters of the four standing Committees of the Corporation are attached as Schedule "B" to this Circular.Audit Committee
The members of the Audit Committee are Messrs. Jones (Chair), Goldsack and Stein. During 2003, the Audit Committee met four (4) times. Messrs. Goldsack and Stein attended all meetings; Mr. Jones attended three of the four meetings.
The purposes of the Audit Committee are to assist the Board of Directors' oversight of: the integrity of Goldcorp's financial statements;
Nominating and Corporate Governance Committee The members of the Nominating and Corporate Governance
Committee are Messrs. Jones (Chair) and Stein and Dr. Quick. During 2003, the
Nominating and Corporate Governance Committee (formerly the
Compensation/Corporate Governance Committee) met four (4) times. All members
attended each meeting. The purposes of the Nominating and Corporate Governance Committee are: Compensation Committee The members of the Compensation Committee are Messrs. Stein
(Chair) and Jones and Dr. Quick. During 2003, the Compensation Committee
(formerly the Compensation/Corporate Governance Committee) met three (3) times.
All members attended each meeting. The purposes of the Compensation Committee are to make
recommendations to the Board of Directors relating to the compensation of: the members of the Board of Directors;
Goldcorp's Chief
Executive Officer; and
Health, Safety and Environment Committee
The members of the Health, Safety and Environment Committee are Messrs. Hutch (Chair), Beatty and Dr. Quick. During 2003, the Health, Safety and Environment Committee met five (5) times. Messrs. Hutch and Quick attended all five meetings; Mr. Beatty attended four of the five meetings.
The purposes of the Health, Safety and Environment are to assist the Board of Directors in its oversight of health, safety and environmental matters, including monitoring the implementation and management of the Corporation's policies, procedures and practices relating to health, safety and environmental matters.
In particular, the Health, Safety and Environment Committee has the authority and responsibility for:
review the
corporate and operational health, safety and environmental policies,
procedures and practices with management as to their appropriateness and
effectiveness, and report to management and the Board on recommendations;
Decisions requiring Board of Directors Approval In addition to those matters which, by law, must be approved
by the Board of Directors, the approval of the Board of Directors is required
for: the Corporation's annual business plan and budget; major acquisitions or dispositions by the Corporation; and
transactions which are outside of the Corporation's
existing business. Shareholder Communications The Board of Directors has authorized management to represent
the Corporation in its communications with shareholders and members of the
investment community. In addition, management meets regularly with investors and
other interested parties to receive and respond to inquiries and comments. The
Corporation seeks to ensure that all inquiries and concerns receive a complete
and timely response from the appropriate member of management. The Board of Directors reviews the Corporation's significant
communications with investors and the public, including the Corporation's Annual
Information Form, Management's Discussion & Analysis, Management Information
Circular, annual audited financial statements and quarterly unaudited financial
statements. Expectations of Management The Board of Directors has charged management with
responsibility for the efficient management of the business and affairs of the
Corporation and the identification and proposal of initiatives for the
Corporation to secure opportunities as they arise. In order for the Board of
Directors to effectively carry out its mandate, it regularly assesses the
abilities of, and communicates those assessments to, management. The Board of Directors recognizes the value of direct input
from management as it serves to assist the Board of Directors in its
deliberations. Where appropriate, members of management are invited to attend
meetings of the Board of Directors to provide their input on various matters.
OTHER BUSINESS The form of proxy accompanying this Circular confers
discretionary authority upon the persons named therein with respect to
amendments or variations to matters identified in the Notice of the Meeting or
other matters which may properly come before the Meeting. Management of the
Corporation knows of no matter to come before the Meeting or of any amendment or
variation to matters identified in the Notice of the Meeting, other than the
matters referred to in the Notice of the Meeting. However, if matters not now
known to management should properly come before the Meeting, Common Shares
represented by proxies solicited by management will be voted on each such matter
in accordance with the best judgment of the person voting such Common Shares.
ADDITIONAL INFORMATION The Corporation will furnish, without charge, to any
Shareholder submitting a written request, a copy of the Corporation's annual
report for the year ended December 31, 2003 on United States Securities and
Exchange Commission Form 40-F or the Canadian Annual Information Form, including
the financial statements and schedules thereto. Such written request should be
directed to the attention of the Legal Department, Goldcorp Inc., Suite 2700,
145 King Street West, Toronto, Ontario M5H 1J8. BOARD OF DIRECTORS APPROVAL The contents of this Circular and the sending thereof to the Shareholders of
the Corporation have been approved by the Board of Directors of the Corporation.
DATED this 31st day of March, 2004
ROBERT R. McEWEN
Chairman and Chief Executive Officer
SCHEDULE "A" STATEMENT OF CORPORATE GOVERNANCE PRACTICES The Corporation's corporate governance practices are compared with the
corporate governance guidelines set out in the TSX Company Manual.
Does Goldcorp | |||
TSX Corporate Governance Guidelines |
Align? |
Goldcorp's Corporate Governance Practices |
|
1. | The board of directors of every corporation | YES | The Board of Directors has responsibility for |
should explicitly assume responsibility for | stewardship of the Corporation by, among other things, | ||
the stewardship of the corporation. | supervising the management of the Corporation's | ||
business and affairs, with the goal of enhancing | |||
shareholder value. | |||
As part of the overall stewardship | |||
responsibility, the board of directors should | |||
assume responsibility for the following | |||
matters: | |||
a. | adoption of a strategic planning process and | YES | The Board of Directors is responsible for the oversight |
approval of a strategic plan which takes into | and review of the strategic planning process of the | ||
account, among other things, the | Corporation. | ||
opportunities and risks of the business; | |||
Strategic issues facing the Corporation are reviewed | |||
with management and addressed by the Board of | |||
Directors at its regularly scheduled meetings and at | |||
meetings specifically called for such purpose. | |||
b. | the identification of the principal risks of | YES | The Board of Directors is responsible for identifying |
the corporation's business and ensuring | the principal risks of the Corporation's business and | ||
implementation of appropriate systems to | ensuring implementation of appropriate systems to | ||
manage these risks; | manage these risks. The Board of Directors, directly or | ||
through its committees, periodically reviews | |||
specifically identified risks. The Audit Committee, | |||
among other things, assists the Board of Directors' | |||
oversight of the integrity of the Corporation's financial | |||
statements. The Health, Safety and Environment | |||
Committee, among other things, has the authority and | |||
responsibility for ensuring that appropriate and | |||
effective health, safety and environmental policies and | |||
procedures are in place, operational and supported by | |||
sufficient resources. | |||
c. | succession planning, including appointing, | YES | A key responsibility of the Board of Directors is |
training and monitoring senior | overseeing and reviewing the development of | ||
management; | succession planning by the Corporation. The | ||
Nominating and Corporate Governance Committee, | |||
among other things, has the authority and responsibility | |||
for identifying and recommending individuals to the | |||
Board of Directors for nomination as members of the | |||
Board of Directors and its committees (other than the | |||
Nominating and Corporate Governance Committee). | |||
d. | a communications policy for the | YES | The Board of Directors has authorized management to |
corporation; and | represent the Corporation in its communications with | ||
shareholders and members of the investment | |||
community. Adequate structures are in place to ensure | |||
effective, timely and non-selective communications | |||
between the Corporation and shareholders, members of | |||
the investment community and securities and other | |||
regulatory agencies. |
Does Goldcorp | |||
TSX Corporate Governance Guidelines | Align? | Goldcorp's Corporate Governance Practices | |
e. | the integrity of the corporation's internal | YES | The Board of Directors, through the Audit Committee, |
control and management information | is responsible for the performance of the Corporation's | ||
systems. | internal audit function. | ||
2. | The board of directors of every corporation | YES | As used herein, the term "unrelated director" means a |
should be constituted with a majority of | director who is independent of management and is free | ||
individuals who qualify as unrelated | from any interest and any business or other relationship | ||
directors. | which could, or could reasonably be perceived to, | ||
materially interfere with the director's ability to act with | |||
a view to the best interests of the Corporation, other | |||
than interests and relationships arising from | |||
shareholding. | |||
Based on the information provided by the nominees for | |||
election as directors of the Corporation, the Board of | |||
Directors has determined that, with the exception of | |||
Mr. Robert R. McEwen, Chairman and Chief Executive | |||
Officer of the Corporation, and Mr. David R. Beatty, all | |||
of the nominees for election as directors are "unrelated | |||
directors". | |||
3. | The application of the definition of | YES | The Board of Directors, directly and through the |
"unrelated director" to the circumstances of | Nominating and Corporate Governance Committee, has | ||
each individual director should be the | the responsibility to review annually the relationships, | ||
responsibility of the board of directors | if any, between the Board of Directors, the Corporation | ||
which will be required to disclose on an | and management. | ||
annual basis whether the board of directors | |||
has a majority of unrelated directors. The | Based on the information provided by the nominees for | ||
board of directors will also be required to | election as directors of the Corporation, the Board of | ||
disclose on an annual basis the analysis of | |||
the application of the principles supporting | Directors has determined that, with the exception of | ||
this conclusion. | Mr. Robert R. McEwen, Chairman and Chief Executive | ||
Officer of the Corporation, and Mr. David R. Beatty, | |||
who is a relative of Mr. McEwen, all of the nominees | |||
for election as directors are "unrelated directors". | |||
4. | The board of directors of every corporation | YES | The Nominating and Corporate Governance |
should appoint a committee of directors | Committee, among other things, has the authority and | ||
composed exclusively of outside directors, | responsibility for identifying and recommending | ||
a majority of whom are unrelated directors, | individuals to the Board of Directors for nomination as | ||
with the responsibility for proposing to the | members of the Board of Directors and its committees | ||
full board of directors new nominees to the | (other than the Nominating and Corporate Governance | ||
board of directors and for assessing | Committee) and for establishing procedures for the | ||
directors on an ongoing basis. | oversight of the Board of Directors and its committees. | ||
All members of the Nominating and Corporate | |||
Governance Committee are "unrelated directors". | |||
5. | Every board of directors should implement | YES | The Nominating and Corporate Governance |
a process to be carried out by the | Committee, among other things, has the authority and | ||
nominating committee or other appropriate | responsibility for developing and recommending to the | ||
committee for assessing the effectiveness of | Board of Directors a set of corporate governance | ||
the board of directors as a whole, the | principles applicable to the Corporation and for | ||
committees of the board of directors and the | establishing procedures for the oversight of the Board | ||
contribution of individual directors. | of Directors and its committees. | ||
6. | Every corporation, as an integral element | YES | The Nominating and Corporate Governance Committee |
for the process of appointing new directors, | is responsible for establishing an orientation and | ||
should provide an orientation and education | education program for new members of the Board of | ||
program for new recruits to the board of | Directors. | ||
directors. |
Does Goldcorp | |||
TSX Corporate Governance Guidelines | Align? | Goldcorp's Corporate Governance Practices | |
7. | Every board of directors should examine its | YES | The Nominating and Corporate Governance Committee |
size and undertake, where appropriate, a | is responsible for making recommendations to the | ||
program to establish a board size which | Board of Directors from time to time as to changes that | ||
facilitates effective decision-making. | the Nominating and Corporate Governance Committee | ||
believes to be desirable to the size of the Board of | |||
Directors or any committee of the Board of Directors. | |||
The Board of Directors, based on a recommendation | |||
from the Nominating and Corporate Governance | |||
Committee, has determined that the present sizes of the | |||
Board of Directors (as proposed in this Circular for | |||
election at the Meeting) and its committees are | |||
appropriate for effective decision-making. | |||
8. | The board of directors should review the | YES | The Compensation Committee, among other things, has |
adequacy and form of the compensation of | the authority and responsibility for making | ||
directors and ensure the compensation | recommendations to the Board of Directors relating to | ||
realistically reflects the responsibilities and | the compensation of members of the Board of | ||
risk involved in being a director. | Directors. | ||
9. | Subject to Guideline 13, committees of the | YES | All members of standing committees of the Board of |
board of directors should generally be | Directors are "unrelated directors", except for Mr. | ||
composed of outside directors, a majority of | David R. Beatty who is a member of the Health, Safety | ||
whom are unrelated directors. | and Environment Committee. | ||
10. | Every board of directors should expressly | YES | The Nominating and Corporate Governance |
assume responsibility for, or assign to a | Committee, among other things, has the authority and | ||
committee of directors, the general | responsibility for developing and recommending to the | ||
responsibility for developing the | Board of Directors a set of corporate governance | ||
corporation's approach to governance | principles applicable to the Corporation. | ||
issues. | |||
11. | The board of directors, together with the | YES | The Nominating and Corporate Governance Committee |
Chief Executive Officer, should develop | is responsible for developing position descriptions for | ||
position descriptions for the board of | the Board of Directors and the Chief Executive Officer | ||
directors and for the Chief Executive | of the Corporation and for delineating any limits to | ||
Officer, including the definition of the | management's responsibilities. | ||
limits to management's responsibilities. In | |||
addition, the board of directors should | |||
approve or develop the corporate objectives | The Compensation Committee, in relation to the Chief | ||
which the Chief Executive Officer is | Executive Officer, is responsible for making | ||
responsible for meeting and assess the | recommendations to the Board of Directors in relation | ||
Chief Executive Officer against these | to the corporate goals and objectives relevant to the | ||
objectives. | compensation of the Chief Executive Officer, | ||
evaluating the performance of the Chief Executive | |||
Officer in light of those goals and objectives and setting | |||
the Chief Executive Officer's compensation level based | |||
on this evaluation. |
Does Goldcorp | |||
TSX Corporate Governance Guidelines | Align? | Goldcorp's Corporate Governance Practices | |
12. | Every board of directors should implement | YES | To facilitate the functioning of the Board of Directors |
structures and procedures which ensure that | independently of management, the following structures | ||
the board of directors can function | and processes are in place: a lead director has been | ||
independently of management. The chair or | elected; there are no members of management on the | ||
lead director should ensure that the board of | Board of Directors other than the Chief Executive | ||
directors carries out its responsibilities | Officer; when appropriate, members of management, | ||
effectively which will involve the board of | including the Chief Executive Officer, are not present | ||
directors meeting on a regular basis without | for the discussion and determination of certain matters | ||
management present and may involve | at meetings of the Board of Directors; under the by- | ||
assigning the responsibility for | laws of the Corporation, any two directors may call a | ||
administering the board of directors' | meeting of the Board of Directors: the Chief Executive | ||
relationship to management to a committee | Officer's compensation is considered, in his absence, by | ||
of the board of directors. | the Compensation Committee at least once a year; and, | ||
in addition to the four standing committees of the | |||
Board of Directors, independent committees are | |||
appointed from time to time, when appropriate. | |||
13. | The audit committee of every board of | YES | All members of the Audit Committee are "unrelated |
directors should be composed only of | directors". | ||
unrelated directors. | |||
All of the members of the audit committee | The Board of Directors has adopted the definitions of | ||
should be financially literate and at least one | "financial literacy" and "accounting or related financial | ||
member should have accounting or related | expertise", as set out in the practice notes of the TSX | ||
financial expertise. Each board of directors | Guidelines. Based on information provided to the | ||
shall determine the definition of and criteria | Board of Directors, the Board of Directors has | ||
for "financial literacy" and "accounting or | determined that all members of the Audit Committee | ||
related financial expertise". | are "financially literate" and at least one member has | ||
"accounting or related financial expertise". | |||
The board of directors should adopt a charter | |||
for the audit committee which sets out the | |||
roles and responsibilities of the audit | |||
committee which should be specifically | The Board of Directors has adopted and approved a | ||
defined so as to provide appropriate | charter for the Audit Committee. | ||
guidance to audit committee members as to | |||
their duties. | |||
The audit committee should have direct | The Audit Committee, among other things, assists the | ||
communication channels with the internal | Board of Directors' oversight of the performance of the | ||
and external auditors to discuss and review | Corporation's internal audit function. | ||
specific issues as appropriate. The audit | |||
committee duties should include oversight | |||
responsibility for management reporting on | |||
internal control. | |||
14. | The board of directors should implement a | YES | Each of the Audit Committee, the Nominating and |
system which enables an individual director | Corporate Governance Committee and the | ||
to engage an outside adviser at the | Compensation Committee have, and each individual | ||
Corporation's expense, in appropriate | director has, the authority, at the expense of the | ||
circumstances. The engagement of the | Corporation, to select, retain and approve the fees and | ||
outside adviser should be subject to the | other retention terms of special legal counsel or other | ||
approval of an appropriate committee of the | experts or consultants, as it or he deems appropriate, | ||
board of directors. | without seeking approval of the Board of Directors or | ||
management, but with the consent of the Nominating | |||
and Corporate Governance Committee. |
SCHEDULE "B" GOLDCORP INC. AUDIT COMMITTEE (THE "COMMITTEE") CHARTER 1.
COMMITTEE CHARTERS
("Goldcorp")
To assist the Board in its oversight of:
The function of the Committee is oversight; it is not the Committee's duty or responsibility to conduct "field work" or other types of auditing or accounting reviews or procedures or to set auditor independence standards. The Committee is directly responsible for the appointment, retention, termination, compensation and oversight of the work of the independent auditors. Management is responsible for the preparation, presentation and integrity of the financial statements and any financial information filed with securities regulatory authorities or stock exchanges or otherwise publicly disseminated and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out an audit of the annual financial statements, reviewing quarterly unaudited financial statements prior to the filing of each quarterly report and conducting any other procedures approved by the Committee in accordance with applicable auditing standards. The independent auditors shall report directly to the Committee. The independent auditors shall submit to the Committee annually a formal written statement (the "Auditors' Statement") described under "Committee Duties and Responsibilities", below.
2.
Committee Membership/MeetingsShall consist of three or more "unrelated" or "independent" Directors; each member shall be "financially literate" and one shall be the "audit committee financial expert"; no Director may serve on the Committee if such Director serves on the audit committees of more than two other public companies; shall meet separately at least quarterly with management, internal audit function personnel and the independent auditors.
3.
Committee Duties and Responsibilitieswith respect to the independent auditors,
pre-approve and
monitor all audit and non-audit services; publicly disclose audit and
non-audit fees on annual basis,
ensure the
annual delivery of the Auditors' Statement relating to, among other
things, the independent auditors' internal quality-control procedures,
obtain annually a formal written statement of the fees billed in each of the last two fiscal years for the services rendered,
with respect to the
internal audit function,
review
the appointment and replacement of the person with principal
responsibility for the internal audit function; and
advise that person they are expected to provide to the Committee summaries of and significant reports to management prepared in relation to the internal audit function; and
advise management, internal audit function personnel and the independent auditors that they are expected to provide to the Committee a timely analysis of significant financial reporting issues and practices,
meet with
management, internal audit function personnel and the independent auditors
to discuss, and review before public disclosure of, among other things,
the annual audited financial statements and quarterly unaudited financial
statements, including disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations",
consider any
reports or communications (and management's responses) submitted to the
Committee by the independent auditors required by applicable auditing
standards,
discuss
internal controls with the chief executive officer and chief financial
officer,
discuss
guidelines and policies governing the process by which senior management
and relevant departments assess and manage exposure to risk, and to
discuss major financial risk exposures and the steps management has taken
to monitor and control such exposures,
obtain from
the independent auditors assurance that the audit was conducted in a
manner consistent with applicable generally accepted auditing standards,
discuss with
the chief legal officer or outside legal counsel, any significant legal,
compliance or regulatory matters that may have a material effect on the
financial statements, business, operations or compliance policies,
discuss
earnings press releases,
discuss the
types of financial information and earnings guidance, if any, provided,
and the types of presentations made, to analysts and rating agencies,
establish
procedures for the receipt, retention and treatment of complaints received
regarding accounting, internal accounting controls or auditing matters,
and for the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters,
and
establish hiring policies for employees or former employees of the independent auditors.
4.
Shall have the resources and authority appropriate to discharge its duties and responsibilities; the authority and discretion to retain counsel, experts and/or consultants, subject to obtaining approval from the Nominating and Corporate Governance Committee; duties and responsibilities may be delegated to a subcommittee.
5.
Committee ReportsShall produce and provide to the Board:
COMPENSATION COMMITTEE (THE "COMMITTEE") CHARTER 1.
Make recommendations on the compensation of the Board, and the chief executive officer and review for recommendation to the Board compensation for senior management.
2.
Committee Membership/MeetingsShall consist of three or more "unrelated" or "independent" Directors; shall meet at least once a year; actions may also be taken by unanimous written consent; may meet without management participation.
3.
Committee Duties and ResponsibilitiesIn consultation with the Board and senior management,
make
recommendations and oversee the development and implementation of
compensation programs and guidelines,
recommend the corporate goals and objectives relevant to the chief executive officer's compensation,
evaluate the
performance of the chief executive officer in light of those goals and
objectives, and
set the chief executive officer's compensation level based on this evaluation,
recommend, review and approve the adequacy and form of programs and guidelines applicable to senior management,
recommend
new, or any material change to, an existing incentive compensation plan,
oversee the
administration of incentive compensation plans, and
discharge any responsibilities imposed by any incentive compensation plans,
oversee regulatory compliance, and
- as and when required, to establish performance goals and, when appropriate, to certify that those performance goals have been attained,
recommend the
appropriate guidelines for any severance or similar termination payments to
senior management of Goldcorp, and
discharge any other duties or responsibilities expressly delegated by the Board.
4.
Resources/DelegationShall have the resources and authority appropriate to discharge its duties and responsibilities; the authority and discretion to retain counsel, experts and/or consultants, subject to obtaining approval from the Nominating and Corporate Governance Committee; duties and responsibilities may be delegated to a subcommittee.
5.
Committee ReportsShall produce and provide to the Board:
an annual
performance evaluation of the Committee; and
a summary of the actions taken at each Committee meeting.
HEALTH, SAFETY AND ENVIRONMENT COMMITTEE (THE "COMMITTEE") CHARTER
1.
To assist the Board in its oversight of health, safety and environmental ("HSE") matters, relating to:
- compliance with applicable laws and regulations and applicable licenses, orders, permits, approvals and industry practice; and
- implementation and management of Goldcorp's policies, procedures and practices.
2.
Committee Membership/MeetingsShall consist of three or more members of the Board; shall meet at least four times a year; actions may also be taken by unanimous written consent; may meet without management participation.
3.
Committee Duties and Responsibilitiesreview the corporate and operational HSE policies, procedures and practices with management as to their appropriateness and effectiveness, and report to management and the Board on recommendations;
oversee that
the HSE policies, procedures and practices are in place, operational and
supported by sufficient resources;
receive and
review periodic operational and compliance reports from management in
relation to health, safety and environmental matters, and report to
management and the Board with any recommendations relating to those reports;
review
material incidents relating to health, safety and environmental matters, and
report to management and the Board with any recommendations relating to
those incidents;
promote and
support improvements to Goldcorp's health, safety and environmental
performance and record; and
review health, safety and environmental audits.
4.
Resources/DelegationShall have the resources and authority appropriate to discharge its duties and responsibilities; the authority and discretion to retain counsel, experts and/or consultants, subject to obtaining approval from the Nominating and Corporate Governance Committee; duties and responsibilities may be delegated to a subcommittee.
5.
Committee ReportsShall produce and provide to the Board:
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE (THE "COMMITTEE") CHARTER
1.
identify and recommend individuals to the Board for nomination as Directors and for Board committees; develop and recommend a set of corporate governance principles; and oversee the evaluation of Directors and management.
2.
Committee Membership/MeetingsShall consist of three or more "unrelated" or "independent" Directors; shall meet at least twice a year; actions may also be taken by unanimous written consent; may meet without management participation.
3.
Committee Duties and Responsibilitiesrecommend the size of the Board and committees;
the candidate's judgment, skill, diversity and experience with businesses and other organizations of comparable size,
the interplay of the candidate's experience with the experience of other members of the Board, and
the extent to which the candidate would be a desirable addition to the Board and committees.
an orientation and education program for new Directors, and
identify and
recommend qualified Directors to fill vacancies on any committee;
establish
procedures to exercise oversight of the evaluation of the Board, committees,
Directors and management; establish Charter of Director Expectations;
develop and
recommend corporate governance principles; review at least once a year;
develop
position descriptions for the Board and the chief executive officer;
delineate any limits to management's responsibilities; develop policy on
Corporate Donations; approve Corporate donations;
recommend
structures and procedures to ensure that the Board functions independently
of management; and
discharge any other duties or responsibilities expressly delegated by the Board.
4.
Resources/DelegationShall have the resources and authority appropriate to discharge its duties and responsibilities, including authority and sole discretion to retain counsel, experts and/or consultants; duties and responsibilities may be delegated to a subcommittee.
5.
Committee ReportsShall produce and provide to the Board:
GOLDCORP INC.
NOTICE OF ANNUAL AND GENERAL MEETING OF SHAREHOLDERS
TAKE NOTICE that the Annual and General Meeting (the "Meeting") of holders of common shares in the capital of Goldcorp Inc. (the "Corporation") will be held at the John W.H. Bassett Theatre of the Metro Toronto Convention Centre, 255 Front Street West, Toronto, Ontario M5V 2W6 on Wednesday, June 16, 2004 at the hour of 4:00 p.m. (Eastern Daylight Savings Time) for the following purposes:
- to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2003;
- to elect directors;
- to appoint an auditor of the Corporation for the ensuing year and to authorize the Board of Directors to fix the remuneration of such auditor; and
- to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.
The Management Information Circular relating to the matters to be dealt with at the Meeting, along with a copy of the financial statements to be submitted to the Meeting, is enclosed herewith.
DATED this 30th day of April, 2004.
By Order of the Board of Directors, ROBERT R. MCEWEN Chairman and Chief Executive Officer |
Please note that a form of proxy for the use of Shareholders is included with these documents. Shareholders who cannot be present at the Meeting are requested to complete, date and return the form of proxy in the enclosed return envelope. To be effective, proxies must be received by Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 or by the Corporation at its registered office as set forth above not later than the close of business on Monday, June 14, 2004 or, in the event of an adjournment, not later than two business days preceding the day to which the Meeting is adjourned.
GOLDCORP INC.
Suite 2700, 145 King Street West, Toronto, Ontario, Canada M5H 1J8 | |
Telephone (416) 865-0326 Facsimile (416) 361-5741 |
April 30, 2004
Goldcorp Inc. invites you to attend
the Annual and General Meeting of Shareholders on
Wednesday, June 16, 2004
Dear Share Owners:
On behalf of the Board of Directors, it is our pleasure to invite you to attend Goldcorp's
Annual and General Meeting of Shareholders and the Reception that follows. Please note this date and plan to attend. The Meeting will be held on Wednesday, June 16, 2004, at 4:00 p.m. at the John H. Bassett Theatre of the Metro Toronto Convention Centre, 255 Front Street West, Toronto, Ontario M5V 2W6. At the Meeting, we will report on our operations in 2003 and our outlook for 2004 and beyond.You will find attached to this letter, the Notice of the Annual and General Meeting, the Management Information Circular, the Management's Discussion & Analysis, the 1st Quarter Results for the period ended March 31, 2004, National Instrument 54-102 Supplementary Card, the proxy and a return envelope.
Our big news is the expansion of our Red Lake Mine. When completed, annual gold production from the mine will increase by 40% to 700,000 ounces, production costs will be lowered and our exploration and growth prospects will dramatically improve. Shaft sinking is well underway. Come to our Annual Meeting to hear the latest news on our progress.
Another reason to attend is our post-meeting Reception. It's fun and informative. It provides you the opportunity to meet our directors, management, employees and other Goldcorp shareholders. The Reception is designed to give you a better understanding of how we work, who we work with, who we have invested in and why Red Lake is one of the hottest gold exploration areas in the world.
Goldcorp - No Debt, No Hedge, Lots of Cash, Low Cost and paying a Dividend.
Gold is Money, Goldcorp is Gold!
Sincerely,
Robert R. McEwen
Chairman and
Chief Executive Officer
MR SAM SAMPLE | ||
123 SAMPLES STREET | ||
Security Class | 123 | |
SAMPLETOWN SS X9X 9X9 | ||
Holder Account Number | ||
C1234567890 | XXX | |
Please print in ink as
shown in this example.
|
Form of Proxy - Annual Meeting to be held on June 16, 2004 @ 4:00 PM | ||
Proxies submitted must be received by close of business, on Monday, June 14, 2004. | ||
|
||
|
|
|
You
will need to provide your HOLDER ACCOUNT NUMBER and PROXY ACCESS NUMBER
listed below. HOLDER ACCOUNT NUMBER C1234567890 PROXY ACCESS NUMBER 12345 |
If you vote by telephone or the Internet, DO NOT mail back this proxy.
Notes to Proxy
If the securities are registered in the name of more than
one owner (for example, joint ownership, trustees, executors, etc.), then all
those registered should sign this proxy. If you are voting on behalf of a
corporation or another individual you may be required to provide documentation
evidencing your power to sign this proxy with signing capacity stated.
THANK YOU
003WXD
MR SAM SAMPLE | C1234567890 | |||
XXX |
123 |
This Form of Proxy is solicited by and on behalf of Management. | ||||
Appointment of Proxyholder | ||||
I/We being holder(s) of Goldcorp Inc., hereby appoint: | OR | Print the name of the person you are appointing if | ||
Robert R. McEwen, or failing him R. Gregory Laing, or failing him | this person is someone other than the Chairman of | |||
Brad J. Boland | the Meeting. | |||
as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other | ||||
matters that may properly come before the Annual and General Meeting of Goldcorp Inc. to be held on June 16, 2004 at 4:00 p.m. and at any adjournment thereof. |
1. Election of Directors | ||||||||
For | Withhold | For | Withhold | For | Withhold | |||
01. D.R. Beatty | 04. J.P. Hutch | 07. Dr. D.R.M. Quick | ||||||
02. R.M. Goldsack | 05. B.W. Jones | 08. M.L. Stein | ||||||
03. S.R. Horne | 06. R.R. McEwen |
2. Appointment of Auditors | ||
For | Withhold | |
Re-appoint KPMG LLP, Chartered Accountants, as auditor of the | ||
Corporation and to authorize the Board of Directors to fix the | ||
remuneration of the auditor. |
Authorized Signature(s) - Sign Here - This section must be completed for your instructions to be executed. | ||||||
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are | ||||||
indicated above, this Proxy will be voted as recommended by Management. | ||||||
Signature(s) | ||||||
Day | Month | Year | ||||
Interim Financial Statements Request | Annual Reports | |||||
In accordance with securities regulations, shareholders may elect annually to receive interim financial statements, if they so request. If you wish to receive such mailings, please mark your selection. | Mark this box if you | As a registered holder you will receive an annual report. If you DO NOT want to receive an annual report, please mark the box. If you do not mark the box, you will continue to receive an annual report. | Mark this box if you | |||
would like to receive | DO NOT want to | |||||
Quarterly Financial | receive the Annual | |||||
Statements by mail. | Report by mail. | |||||
You can also receive these documents electronically - see reverse for instructions to enrol for electronic delivery. |
G G W Q | 0 0 1111 | 9 X X | 999999999999 | ||
003WYD |
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