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 10 directors, of which all but one director are independent from management. It discharges its responsibilities either directly or through four committees – the Audit Committee, the Corporate Governance 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 30% (3 of 10) and the proportion of women chairing Committees of the Board is currently 50%.

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.

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.

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
Senior Vice President, Legal, General Counsel & Corporate Secretary
Phone: 416-647-260-3771
e-mail: chris.vollmershausen@agnicoeagle.com

Secondary Contacts:
David Smith
Senior Vice President, Finance and Chief Financial Officer
Phone: 416-847-3710
e-mail: david.smith@agnicoeagle.com

Keith Harris-Lowe
Vice President, People
Phone: 647-260-3775
e-mail: keith.harrislowe@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)
Nicolas Bolduc
Phone: +1-819-759-3700 Ext. 4102901
e-mail: nicolas.bolduc@agnicoeagle.com

Agnico Eagle Nunavut
Martin Plante
Phone: +1-819-759-3555
e-mail: martin.plante@agnicoeagle.com

Agnico Eagle Nunavut (Secondary contact)
Sandra Marseille
Phone: +1-819-759-3700 Ext. 4608040
e-mail: sandra.marseille@agnicoeagle.com

Agnico Eagle Mexico
Marc Legault
Phone: (416) 847-3715
e-mail: marc.legault@agnicoeagle.com

Agnico Eagle Finland
Jani Losonen
Phone: +358 50 341 7196
e-mail: jani.losonen@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 emailing reportline@tnwinc.com, completing a web form at www.tnwinc.com/webreport, faxing a letter to 770-409-5008, or mailing a letter to:

The Network
ATTN: Agnico Eagle Mines Limited
333 Research Court
Norcross, Georgia, USA
30092

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.

The Primary Contact (or the Primary Contact's designee) will periodically prepare a report to the Audit Committee with respect to complaints received.