BOARD OVERSIGHT

The Board of Directors is the highest level of oversight in any publicly traded company. To ensure that Health, Safety and Sustainability (HSS) is given full attention at the important level of management, an HSS subcommittee was created. The objective of the HSS Committee of the Board of Directors is to assist the Board in fulfilling its responsibilities with respect to health, safety, environmental and community matters at all projects and properties of the IAMGOLD Corporation.

The mandate of the Committee is to oversee the development and implementation of policies and best practices of the Company relating to HSS matters and compliance with applicable laws and regulations in different jurisdictions around the world.

Composition

Each year, the Board appoints the members of the Committee and its Chair. The Committee consists of at least three members, the majority of whom are independent directors. The Nominating and Corporate Governance Committee of the Board of Directors has been mandated with the task of nominating for directorship those candidates whose competencies, skills and experiences will best serve the successful implementation of the Company’s business strategy.

Duties and Responsibilities

In order to meet the objective of operating at a best practice level and meeting all legal requirements, the Committee reports and, where considered appropriate, makes recommendations to the Board with respect to the following:

  1. Reviews HSS policies;
  2. Reviews HSS compliance systems, plans or programs;
  3. Reviews and monitors HSS performance of the Company;
  4. Reviews reports from management on HSS matters of the Company;
  5. Reviews the HSS audit results and action plans;
  6. Reviews benchmarking reports of the Company’s HSS policies, systems and performance against industry best practices and performance;
  7. Assesses the effectiveness of the HSS programs;
  8. Where the Company holds a joint venture interest in a property operated by a partner, periodically reviews pertinent HSS policies and the performance of the operator; and
  9. Review such other related matters and issues which may be determined, from time to time, by the Board or submitted to the Committee’s attention by management.
The role, responsibility, authority and power of the Committee also includes, but is not limited to:
  1. Demonstrating their commitment to the Health, Safety and Sustainability policies and assisting the Board in their commitment;
  2. Retaining, at the expense of the Company, an independent advisor, and setting and approving the terms and conditions of any such retainer, as it deems appropriate, without seeking approval of the Board or management;
  3. Performing an annual evaluation of the performance of the Committee, the results of which shall be submitted to the Board for review;
  4. Previewing and assessing annually the adequacy of this mandate and recommending any proposed changes to the Board for approval.

Evaluation

Each Director is subject to an annual evaluation of his or her individual performance. The collective performance of the Board and each committee of the Board is also subject to annual review. Directors are encouraged to exercise their duties and responsibilities in a manner that is consistent with this mandate and with the best interests of the Corporation and its shareholders generally.

For full details on Board oversight, please refer to the IAMGOLD website.