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corporate-governance

Corporate Governance

Statement of Corporate Governance Practices

Effective corporate governance practices have been a primary focus of the Board of Directors since the Corporation's inception. The directors of the Corporation are committed to maintaining a high standard of corporate governance for the proper operation of the business of the Corporation and the effective protection of its interests.

The Nominating and Corporate Governance Committee of the Board is responsible for reviewing proposed changes to applicable 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 and a more comprehensive description of the Corporation’s governance structure and practices, including the roles and responsibilities of the Board of Directors and its various standing committees, with a view to collectively ensuring the effective supervision and direction of management in the conduct of the business and affairs of the Corporation 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.

Governance Overview

Key Details

Average director tenure

4.3 years

Number and percentage of directors that are “independent”, for the purposes of NI 52-110 Audit Committees

8/9 (89%)

Percentage of directors serving on key board committees that are independent

Key committees being (i) Audit and Finance; (ii) Nominating and Corporate Governance; (iii) Human Resources and Compensation; and (iv) Safety, Environment and Reserves

100%

All board committees are comprised entirely of independent directors

Number of board committees on which non-independent directors serve

None

Chairman of Board and Chief Executive Officer are separate roles

Yes

Number and percentage of Audit and Finance Committee members who are “financially literate”, for the purposes of NI 52-110 Audit Committees

3/3 (100%)

At least one member of the Audit and Finance Committee is an “audit committee financial expert”, as defined by the U.S. Securities and Exchange Commission

Yes

Number and percentage of female directors

3/9 (33%) of all directors

3/8 (38%) of independent directors

Number and percentage of directors who are “overboarded” (> 5 outside public company boards)

0/9 (0%)

Material transactions involving any director since January 1, 2020

None

Name and Title

Joined Board

Independent (per NI 52-110 Audit Committees)

Committee Memberships

Other Public Board Memberships (Stock Exchange)

Skills and Experience

Donald K. Charter

Chair of the Board of Directors

2003

Yes

Nominating and Corporate Governance Committee (Chair)

Audit and Finance Committee

Côté Project Review Committee

Dream Office Real Estate Investment Trust (TSX)

Lundin Mining Corporation (TSX)

International Petroleum Corporation (TSX)

Executive Leadership (significant Chief Executive Officer experience) and Strategic Planning

Mining Experience

Corporate Finance

Mergers and Acquisitions

Legal, Compliance and Regulatory

Corporate Governance

Human Resources

Management and Compensation

Ronald P. Gagel

Director

2018

Yes

Audit and Finance Committee (Chair)

Human Resources and Compensation Committee (Chair)

Nominating and Corporate Governance Committee

None

Executive Leadership and Strategic Planning

Corporate Finance

Accounting and Audit

Mergers and Acquisitions

Corporate Governance

Human Resources

Management and Compensation

Risk Oversight

Richard J. Hall

Director

2012

Yes

Côté Project Review Committee

Human Resources and Compensation Committee

Safety, Environment and Reserves Committee (Chair)

Orla Mining Ltd. (TSXV)

Executive Leadership and Strategic Planning

Mergers and Acquisitions

Mine Operations

Mineral Exploration

Project Development

Communications and Investor Relations

Environment, Health, Safety, Corporate Social Responsibility

Ann K. Masse

Director

2021

Yes

 

None

Executive Leadership and Strategic Planning

Environment, Health, Safety, Corporate Social Responsibility

Project Development

Kevin O’Kane

Director

2021

Yes

 

Almaden Minerals Ltd. (TSX, NYSE)

NorthIsle Copper and Gold Inc. (TSXV)

SolGold plc (TSX, LSE)

Executive Leadership and Strategic Planning

Mining Experience

Mine Operations

Mineral Exploration

Project Development

Timothy R. Snider

Director

2011

Yes

Côté Project Review Committee (Chair)

Nominating and Corporate Governance Committee

Safety, Environment and Reserves Committee

Teck Resources Limited (TSX, NYSE)

Executive Leadership and Strategic Planning

Mineral Exploration

Mine Operations

Project Development

Environment, Health, Safety, Corporate Social Responsibility

Human Resources

Management and Compensation

 

Deborah J. Starkman

Director

2020

Yes

Audit and Finance Committee

Human Resources and Compensation Committee

None

Executive Leadership and Strategic Planning

Corporate Finance

Mergers and Acquisitions

Accounting and Audit

Risk Oversight

Legal, Compliance and Regulatory

Human Resources

Management and Compensation

Corporate Governance

P. Gordon Stothart

President and Chief Executive Officer, Director

2020

No

None

None

Executive Leadership and Strategic Planning

Mineral Exploration

Mine Operations

Mine Engineering

Project Development

Environment, Health, Safety, Corporate Social Responsibility

Communications and Investor Relations

Information Technology

Anne Marie Toutant

Director

2020

Yes

Human Resources and Compensation Committee

Safety, Environment and Reserves Committee

Côté Project Review Committee

None

Executive Leadership and Strategic Planning

Mine Engineering

Mine Operations

Project Development

Environment, Health, Safety, Corporate Social Responsibility

Human Resources

Management and Compensation

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