Our Board of Directors consists of 12 directors, of which all but two directors are independent from management. It discharges its responsibilities either directly or through five committees – the Audit Committee, the Corporate Governance Committee, the Compensation Committee, the Health, Safety, Environment and Sustainable Development Committee, and the Technical 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 33% (4 of 12).

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.

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.

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.

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

The HSESD Committee advises and makes recommendations to the Board in accordance with the Corporation's Sustainable Development Policy 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.

Indigenous Peoples Engagement Policy

Agnico Eagle supports the United Nations Declaration on the Rights of Indigenous Peoples. The Company has implemented an Indigenous Peoples Engagement Policy as a statement of our commitment to engage with Indigenous Peoples throughout the life-cycle of our projects around the world.