We strive to earn and retain the trust of shareholders through a steadfast commitment to sound and effective corporate governance. Our governance practices reflect the structure and processes we believe are necessary to improve Company performance and enhance shareholder value.

Our Board of Directors consists of 11 directors, of which all but two are independent from management. The Board of Directors 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 five committees – the Corporate Governance Committee, the Audit Committee, the Compensation Committee, the Health, Safety, Environment and Sustainable Development Committee (HSESD) and the Technical Committee.

The Board of Directors 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 being diverse, and has identified diversity within the Board as an essential element in attracting high caliber directors and maintaining a high functioning Board. It considers diversity to include different genders, ages, sexual preferences, disability, cultural backgrounds, races, ethnicities, geographic areas and other characteristics of its stakeholders and the communities in which the Company is present and conducts its business.

In identifying suitable candidates for appointment to the Board of Directors, the Corporate Governance Committee considers candidates on merit against appropriate criteria and with due regard for the benefits of diversity in the Board of Directors composition. In furtherance of the Board's diversity goals, the Board has set as a target that at least 30% of the members of the Board should be women. The proportion of women is currently 36% (4 of 11).

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, cyber security, 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

The HSESD Committee advises and makes recommendations to the Board in accordance with the Company's Sustainable Development Policy in its oversight role with respect to the Company's health and safety, environmental and corporate social responsibility strategy, policies, programs and performance.

Technical Committee

The Technical Committee advises and makes recommendations to the Board on Agnico Eagle's operational practices and processes, monitors and reviews the risks associated with the Company's operations and provides guidance to management of the Company with respect to operational practices and processes.

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.

Ethics hotline

In conjunction with Agnico Eagle's Code of Business Conduct and Ethics, we have established a toll-free whistleblower hotline to allow for anonymous reporting of suspected violations.

Any Agnico Eagle employee or member of the public who becomes aware of a violation of the Code of Business Conduct and Ethics has several options for reporting it.

1. Contact either of the following people by phone or in writing:

Primary Contact:
Chris Vollmershausen
Executive Vice President, Legal, General Counsel & Corporate Secretary
Phone: +1-647-260-3771
e-mail: chris.vollmershausen@agnicoeagle.com

Secondary Contacts:
Jamie Porter
Executive Vice President, Finance and Chief Financial Officer
Phone: +1-416-847-8669
e-mail: jamie.porter@agnicoeagle.com

Jason Allaire
Vice President, Health, Safety, Social Affairs and People
Phone: +1-819-759-3555
e-mail: jason.allaire@agnicoeagle.com

2. Employees may also refer any questions to their divisional representatives, who will then speak with the Primary Contact:

Agnico Eagle Quebec (Primary contact)
Daniel Paré
Phone: +1-819-759-3700
e-mail: daniel.pare@agnicoeagle.com

Agnico Eagle Quebec (Secondary contact)
Sandra Marseille
Phone: +1-819-759-3700
e-mail: sandra.marseille@agnicoeagle.com

Agnico Eagle Ontario (Primary contact)
Andre Leite
Phone: +1-647-847-2089 Ext. 2080
e-mail: andre.leite@agnicoeagle.com

Agnico Eagle Ontario (Secondary contact)
Nathan Cloet
Phone: +1-705-268-0110 Ext. 6306
e-mail: nathan.cloet@agnicoeagle.com

Agnico Eagle Nunavut (Primary Contact)
Christopher Adams
Phone: +1-705-567-5208
e-mail: christopher.adams@agnicoeagle.com

Agnico Eagle Nunavut (Secondary contact)
Guillaume Bigué
Phone: +1-819-759-3555
email: guillaume.bigue@agnicoeagle.com

Agnico Eagle Mexico
Natasha Vaz
Phone: +1-416-847-3709
e-mail: natasha.vaz@agnicoeagle.com

Agnico Eagle Europe
Jani Losonen
Phone: +358 50 341 7196
e-mail: jani.losonen@agnicoeagle.com

Agnico Eagle Australia
Ion Hann
Phone: +03 54399003
e-mail: ion.hann@agnicoeagle.com

3. Employees and members of the public may also report complaints using Agnico Eagle’s confidential, anonymous 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, toll-free 1-877-333-2675 within North America. If you are located outside North America, you can place a collect call to 770-776-5607. The hotline is also available by completing a web form at agnicoeagle.ethicspoint.com.

All complaints are treated on a confidential basis and, if reported using the hotline and specifically requested, will be treated anonymously. Generally, a report of a complaint will only be disclosed to the people who need to know in order to carry out a proper investigation.

No retaliation or other action will be taken against any Agnico Eagle employee who, in good faith, reports a complaint. Anyone engaging in retaliatory conduct will be subject to disciplinary action by Agnico Eagle, which may include termination.