Corporate

Corporate Governance

statement of corporate governance practices
Strong effective corporate governance practices have been a primary focus of the Board since the Corporation's inception.  The directors of the Corporation are committed to maintaining the highest standard of corporate governance for the proper operation of the business of the Corporation and the effective protection of the interests of all of its employees and shareholders.

The corporate governance committee of the Board (the "Corporate Governance Committee") is responsible for reviewing proposed changes to legislation, regulations and guidelines, as well as public commentary pertaining to corporate governance practices.  The Board is of the view that the Corporation's standards of corporate governance continue to meet or exceed the governance requirements in Canada and the United States.

For a current statement of Corporate Governance Practices, please refer to the most current IAMGOLD Management Information Circular available on Sedar at www.sedar.com .

As a Canadian reporting issuer, with securities listed on the Toronto Stock Exchange ("TSX"), IAMGOLD has in place corporate governance that is responsive to Canadian regulatory requirements.  In the context of its listing on the New York Stock Exchange ("NYSE"), IAMGOLD is classified as a foreign private issuer, not subject to many of the NYSE governance rules.  Although, as IAMGOLD benchmarks its governance practices against the practicies of all jurisdictions in which its stakeholders are situated, IAMGOLD believes there are no significant differences between its corporate governance practices and those required to be followed by U.S. domestic issuers subject to the full NYSE governance rules.  IAMGOLD does note that, unlike the NYSE rules, but in compliance with TSX requirements, IAMGOLD is required to only seek shareholder approval of equity-compensation plans in relation to the creation of, or amendment to existing, plans which provide for issuances of securities from treasury.

BOARD AND BOARD COMMITTEE CHARTERS
The Board of Directors primary duty and responsibility is to supervise or oversee the management of the business and affairs of the Corporation with a view to the long-term best interests of the Corporation, including all of its stakeholders, such as shareholders. The Board discharges this primary duty either directly or through committees which it oversees. Committees of the Board report to the Board with respect to the performance and fulfillment of their Board approved mandates. There are currently four standing committees: the Corporate Governance Committee (which also acts as a Nominating Committee), the Audit Committee, the Compensation Committee and the Environmental Health and Safety Committee. Committee members are appointed by and comprised exclusively of members of the Board and are all independent of management. The Chairman of a committee is selected by the Board among the members of the relevant committee. A committee may, at the Corporation’s expense, retain the services of such independent advisors as it may deem useful or necessary in carrying out its mandate. The roles and responsibilities of each committee are set out in its Board approved written mandate, which mandate is reviewed annually by the relevant committee, the Corporate Governance Committee and the Board. The mandates of the committees ensure, collectively, that the Board fulfills its duties and responsibilities and that there is effective supervision and direction of management in the conduct of the business and affairs of the Corporation.

Charters of the Board and its various committees may be viewed through the below:

Board of Directors Charter
Audit and Finance Committee Charter
Nominating and Corporate Governance Committee Charter
Human Resources and Compensation Committee Charter
Environmental, Health & Safety Committee Charter
Resources and Reserves Committee Charter


Code of Conduct
IAMGOLD's Code of Business Conduct and Ethics embodies the commitment of IAMGOLD and its subsidiaries to conduct our business in accordance with all applicable laws, rules and regulations, and the highest ethical standards. Our Code applies to all employees in every business we operate worldwide. Our ethics are not simply rules and regulations; rather, they describe for us the right way of doing business and of relating to others. Often, they reflect standard legal concepts. Always, they represent our values and how we expect ourselves and our fellow employees to treat each other, as well as our consultants, contractors, suppliers, shareholders and the people who live and work in the communities, and countries where IAMGOLD operates. It is the responsibility of all IAMGOLD employees to read, understand and abide by IAMGOLD’s Code of Business Conduct & Ethics and it is the responsibility of all employees to ensure that consultants and contractors abide by the Code’s contents.

Code of Business Conduct & Ethics



Disclosure Policy
IAMGOLD is committed to a policy of timely, factual, accurate and complete disclosure of all material information in order to keep shareholders and other interested parties informed on the Company's activities and business. IAMGOLD is also committed to preventing selective disclosure of material information.

This policy extends to all employees of the Company and its subsidiaries, its board of directors and those authorized to speak on its behalf. It covers disclosure in documents filed with the securities regulatory authorities (including stock exchanges) and written statements made in the Company's annual and quarterly reports, news releases, letters to shareholders, presentations by management and information contained on the Company's web site and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media, as well as speeches, press conferences and conference calls.

more on Disclosure Policy


COMPLIANCE REPORTING (WHISTLEBLOWER) SYSTEM
Any IAMGOLD employee, or member of the public, who becomes aware of any existing violation of IAMGOLD's Code of Business Conduct and Ethics has several options regarding the reporting of the violation.

1. Notify either of the following by phone, writing or e-mail:

Name: John Caldwell, Chair Audit Committee
Address: c/o IAMGOLD Corp | 401 Bay Street, Suite 3200 | PO Box 153 | Toronto, ON M5H 2Y4
Phone: +1 416 722 7737 (Canada)
Email:  johncaldwell@rogers.com

Name: John Shaw (Chairman, Nominating and Corporate Governance Committee
Address: c/o IAMGOLD Corp | 401 Bay Street, Suite 3200 | PO Box 153 | Toronto, ON M5H 2Y4
Phone: +61 2 9634 2807 (Australia)
Email: satch42@bigpond.net.au ; and Johntshaw40@yahoo.com.au

2. IAMGOLD employees, or members of the public, may report complaints externally by using IAMGOLD Confidential Complaint Reporting Hotline. The Hotline is provided by an independent third party service provider, so that complaints can be reported in an anonymous and confidential manner.

The Hotline is available 24 hours a day, 7 days a week by calling:
North America: 1-866-506-6954
International: 1-416-385-6016
The Hotline is also available by completing a web form at www.clearviewconnects.com or mailing a letter to Confidential Post Office Box P.O. Box 11017, Toronto, Ontario M1E 1N0

Last, complaints can be made by making a Skype call to the following username: clearview-iamgold.


3.
If any employee, or member of the public, is uncertain whether an activity in which he or she is engaged with or witnesses an activity that could be construed as a violation of IAMGOLD’s Code of Business Conduct & Ethics, should discuss the matter with his or her immediate supervisor, or an officer of the Company. There is no particular sequence or chain-of-command that an employee must adhere to in reporting violations. If he or she wishes an employee may report directly to the Senior Management Team or to the President.

All complaints will be treated on a confidential basis and, if reported using the Hotline and if so specified by the person reporting the complaint, will be treated on an anonymous basis. Generally, a report of a complaint will only be disclosed to those persons who have a need to know in order to properly carry out an investigation of such a complaint. Retaliation against any employee who honestly reports a concern about an illegal or unethical conduct will not be tolerated. The reporting of this behaviour is part of our core culture of accountability and responsibility and IAMGOLD does not tolerate retaliation – this our promise in return for our employees making such reports. Anyone engaging in retaliatory conduct will be subject to disciplinary action by IAMGOLD, which may include termination.