Our Board of Directors consists of 12 directors, of which all but one director are independent from management. The Board is ultimately responsible for overseeing the management of the business and affairs of the Company and, in doing so, is required to act in the best interests of the Company. It discharges its responsibilities either directly or through four committees – the Corporate Governance Committee, the Audit Committee, the Compensation Committee, and the Health, Safety, Environment and Sustainable Development Committee.

The Board recognizes that diversity is important to ensuring that the Board as a whole possesses the qualities, attributes, experience and skills to effectively oversee the strategic direction and management of the Company. It recognizes and embraces the benefits of having a diverse Board, and has identified diversity within the Board as an essential element in attracting high calibre directors and maintaining a high functioning Board. It considers diversity to include different genders, ages, cultural backgrounds, race/ethnicity, geographic areas and other characteristics of its stakeholders and the communities in which the Company is present and conducts its business.

The Board has not set any fixed percentages for any specific selection criteria as it believes all factors should be considered when assessing and determining the merits of an individual director and the composition of a high functioning Board. The proportion of women is currently 27% of the non-executive directors and the proportion of non-residents of Canada is currently 27% of the non-executive directors.

Board of Directors Mandate

Board Committees

All of the Board committees are composed entirely of outside directors who are unrelated to and independent from Agnico Eagle.

Corporate Governance Committee

The Corporate Governance Committee advises and makes recommendations to the Board on corporate governance matters, the effectiveness of the Board and its committees, the contributions of individual directors and the identification and selection of director nominees.

Audit Committee

The Audit Committee assists the Board in its oversight responsibilities regarding the integrity of Agnico Eagle’s financial statements, compliance with legal and regulatory requirements, external auditor qualifications and the independence and performance of our internal and external audit functions.

Compensation Committee

The Compensation Committee advises and makes recommendations to the Board on Agnico Eagle’s strategy, policies and programs for compensating and developing senior management and officers and for compensating directors.

Health, Safety, Environment and Sustainable Development Committee Charter

The HSESD Committee shall advise and make recommendations in accordance with the Corporation’s Sustainable Development Policy to the Board of Directors in its oversight role with respect to the Corporation's health and safety, environmental and corporate social responsibility strategy, policies, programs and performance.

Ethical Business Conduct

Agnico Eagle has adopted a Code of Business Conduct and Ethics that provides a framework for directors, officers and employees on the conduct and ethical decision-making integral to their work. We have also adopted a Code of Business Ethics for consultants and contractors and a Supplier Code of Conduct. The Audit Committee is responsible for monitoring compliance with these Codes. In conjunction with the Codes, we have established a toll-free compliance hotline to allow for anonymous reporting of any suspected violations, including concerns regarding accounting, internal accounting controls or other auditing matters.

Aboriginal Engagement Policy

In 2015, Agnico Eagle adopted an Aboriginal Engagement Policy as a statement of our commitment to engage with First Nations throughout the life-cycle of our projects in Canada.