Search Site

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.

KEY DETAILS

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

7/8 (87.5%)

Maryse Bélanger, Chair of the Board of Directors, currently serves as Interim President and Chief Executive Officer

Percentage of directors serving on key board committees that are independent

 

Key Board committees being (i) Audit and Finance; (ii) Human Resources and Compensation; (iii) Nominating and Corporate Governance; (iv) Technical; and (v) Sustainability

100%

 

All board committees are comprised entirely of independent directors

Number of board committees on which non-independent directors serve

None

Chair of Board of Directors and Chief Executive Officer are separate roles

No

The Board has an independent “Lead Director”

Yes

David Smith currently serves as Lead Director

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

4/8 (50% of all directors)

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

0/8 (0%)

Material transactions involving any director since January 1, 2020

None

COMMITTEE STRUCTURE

Committee

Membership

Audit and Finance Committee

Peter O’Hagan
David Smith (Chair)
Deborah J. Starkman

Côté Project Review Committee

Ian Ashby (Chair)
Kevin O’Kane
Anne Marie Toutant

Human Resources and Compensation Committee

David Smith
Deborah J. Starkman
Anne Marie Toutant (Chair)

Nominating and Corporate Governance Committee

Ann Masse
Peter O’Hagan (Chair)
David Smith

Technical Committee

Ian Ashby
Kevin O’Kane (Chair)
Anne Marie Toutant

Sustainability Committee

Ann Masse (Chair)
Kevin O’Kane
Anne Marie Toutant

DIRECTOR INFORMATION

Name and Title

Joined Board

Independent (per NI 52-110 Audit Committees)

Other Public Board Memberships (Stock Exchange)

Skills and Experience

Ian Ashby

Director

2022

Yes

Anglo American plc (LSE, JSE)

Executive Leadership and Strategic Planning

Corporate Governance

Environment, Health, Safety, Corporate Social Responsibility

Mine Engineering

Mine Operations

Project Development

Maryse Bélanger

Chair of the Board of Directors, Interim President and Chief Executive Officer

2022

Yes

Equinox Gold Corp. (TSX, NYSE)

Sherritt International Corporation (TSX)

Pure Gold Mining Inc. (LSE, TSXV)

Executive Leadership and Strategic Planning

Communications and Investor Relations

Environment, Health, Safety, Corporate Social Responsibility

Mine Engineering

Mine Operations

Project Development

Ann Masse

Director

2021

Yes

None

Executive Leadership and Strategic Planning

Corporate Governance

Environment, Health, Safety, Corporate Social Responsibility

Legal, Compliance and Regulatory

Mergers and Acquisitions

Risk Oversight 

Peter O’Hagan

Director

2022

Yes

Triple Flag Precious Metals Corp. (TSX)

Rigel Resource Acquisition Corp. (NYSE)

Executive Leadership and Strategic Planning

Accounting and Audit

Corporate Finance

Corporate Governance

Human Resources Management and Compensation

Risk Oversight

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

Environment, Health, Safety, Corporate Social Responsibility

Mine Engineering

Mine Operations

Mineral Exploration

Project Development

Risk Oversight

David Smith

Lead Independent Director

2022 Yes

Hudbay Minerals Inc. (TSX)

NorthWest Copper Corp. (TSXV)

Executive Leadership and Strategic Planning

Accounting and Audit

Corporate Finance

Corporate Governance

Mergers and Acquisitions

Risk Oversight

Deborah J. Starkman

Director

2020 Yes 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

Anne Marie Toutant

Director

2020 Yes None

Executive Leadership and Strategic Planning

Mine Engineering

Mine Operations

Project Development Environment, Health, Safety, Corporate Social Responsibility

Human Resources Management an Compensation

 

News Alerts

Email Address *