TERMSOFREFERENCEFORTHEHUMANRESOURCESANDCOMPENSATIONCOMMITTEE

I.
PURPOSEANDOPERATIONOFTHECOMMITTEE
The Human Resource and Compensation Committee (the Committee) is established by
the Board of Directors (the Board) of Goldcorp Inc. (Goldcorp or the Company) to
assist the Board in fulfilling its responsibilities relating to human resources and
compensationissuesandtoestablishaplanofcontinuityfortheCEOdirectreports(Direct
Reports).TheCommitteeensurestheCompanyhasanexecutivecompensationplanthatis
both motivational and competitive so that it attracts and retains the caliber of individuals
whowilldrivesustainableprofitabilityandgrowthfortheCompany.
II.

COMMITTEECOMPOSITIONANDOPERATIONS
A.

Any member of the Committee may be removed or replaced at any time by the
BoardofDirectorsandshallceasetobeamemberoftheCommitteeonceasingto
be a Director. The Board of Directors may fill vacancies on the Committee by
election from among its number. If and whenever a vacancy shall exist on the
Committee,theremainingmembersmayexerciseallitspowerssolongasaquorum
remainsinoffice.Subjecttotheabove,eachmemberoftheCommitteeshallhold
officeassuchuntilthenextannualmeetingofshareholdersafterhisorherelection.

B.

TheBoardofDirectorsmayfromtimetotimedesignateoneofthemembersofthe
Committee to be the Chair of the Committee and the Secretary of the Company
shallbeSecretaryoftheCommittee.

C.

ThemembersoftheCommitteeshallbeentitledtoreceivesuchremunerationfor
acting as members of the Committee as the Board of Directors may from time to
timedetermine.

D.

TheCommitteeshallbecomposedofnotfewerthanthreedirectorsandnotmore
thanfivedirectors,allofwhomshallbeindependentdirectors.

E.

ThePresidentandCEOshallbeexcludedfromthememberselectionprocess.

F.

No more than one in three members shall be a sitting CEO of another public
company.

G.

TheCommitteeshallmeetfourtimesperyearormorefrequentlyastheCommittee
maydeemnecessary.

H.

MembersoftheCommitteeshallhaveskillsandexperienceinmattersofexecutive
compensation,humanresourcesorriskmanagement.

Approved by the Committee on April 26, 2016 and by the Board of Directors on April 27, 2016.

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III.

I.

The Committee shall operate under the guidelines applicable to all Board
committees,whicharelocatedinitem31(vii)ofTabA7,BoardGuidelines.

J.

Committee members shall meet at the beginning and/or end of every meeting
withoutthepresenceofmanagement

DUTIESANDRESPONSIBILITIES
A.

Compensationpolicy
The Committee shall review and recommend the compensation philosophy and
guidelinesfortheCompany.Thisshallinclude:

B.

i)

reviewthecompensationphilosophyandguidelinesfortheDirectReports,
forrecommendationtotheBoardforitsconsiderationandapproval;

ii)

reviewing compensation policies and guidelines relating to all employees,

including annual salary and incentive policies and programs; material new
benefitandretirementprograms,ormaterialchangestoexistingbenefitand
retirementprograms;

iii)

establishingpeergroupsofcomparablecompaniesandatargetcompetitive
positioning or range for the Companys executive compensation program;
and

iv)

consider, and recommend policies to address, the implications of the

potential risks associated with the Companys compensation policies and
programs.

CEOSuccession,EvaluationandCompensation
TheCommitteeshall:

i)

ensure the appropriate mechanisms are in place regarding succession

planningfortheCEO;

ii)

periodicallyreviewthetermsofreferencefortheCEOandrecommendany
changestotheBoardforapproval;

iii)

review corporate and individual goals and objectives relevant to the CEOs
compensationandrecommendthemtotheBoardforapproval;

iv)

leadtheboardintheannualCEOreview/evaluationprocess,andreportthe
resultsoftheprocesstotheBoard;

Approved by the Committee on April 26, 2016 and by the Board of Directors on April 27, 2016.

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C.

v)

based on the results of this evaluation, recommend CEO compensation to

theBoardforapproval;and

vi)

review, and if appropriate recommend for approval to the Board, any

agreementsbetweentheCompanyandtheCEO,includingthoseaddressing
retirement, termination of employment or other special circumstances e.g
changeofcontrolprovisions,asappropriate.

CompensationoftheDirectReports
TheCommitteeshall,inconsultationwiththeCEO,reviewtheCEOsassessmentof
theDirectReportsandmakerecommendationstotheBoardforitsapproval:

D.

i)

allmattersconcerningincentiveawards,compensationperformancetargets,
perquisites and other remuneration matters with respect to the Direct
Reports;

ii)

benefitandretirementplansapplicabletotheDirectReportsincludinglevels
andtypesofbenefits;

iii)

any stock option plan, restricted share unit plan, performance share unit
planorothersimilarequitybasedplan

iv)

any agreements between the Company and the Direct Reports, including
those addressing retirement, termination of employment or other special
circumstances(e.g.changeofcontrol),asappropriate,and;

v)

review share ownership and retention guidelines applicable to the Direct

ReportsandreviewtheshareholdingsoftheDirectReportsrelativetothe
shareownershipguidelinesestablishedbytheBoardfromtimetotime.

AdministrationofEquityIncentivePlans
TheCommitteeshall,inconjunctionwithmanagement,administerthestockoption
plan, the restricted share unit plan, performance share unit plan and such other
similarplansasdeterminedandestablishedbytheBoardtobegrantedtotheDirect
Reports.Thecommitteeshall:

i)

reviewmanagementsrecommendationsforand,subjecttoconfirmationby
the Board, recommend approval to the Board for the granting of awards
under such plan to the Direct Reports and other key employees of the
Companyanditssubsidiaries;and

ii)

suggest and review any amendments that the Committee considers

necessary

Approved by the Committee on April 26, 2016 and by the Board of Directors on April 27, 2016.

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E.

F.

SuccessionandReview

i)

TheCommitteeshallannuallyreviewtheCompanyssuccessionplansforthe
DirectReports.TheCommitteeshallmonitortheprogressanddevelopment
of executives in accordance with the succession plans and annually review
the adequacy of the succession candidates to foster timely and effective
executive continuity. The Committee shall report on these matters to the
Boardatleastonceayear.

ii)

The Committee shall periodically review the Companys management

organizationstructureandtheCEOsproposalsforchangestothatstructure
and report any significant organizational changes, along with the
Committeesrecommendations,totheBoard.

ReviewHumanResourcesPoliciesandPractices
TheCommitteeshall:

i)

Review, and approve as appropriate, the participation of individual Direct

ReportsonBoardsofdirectorsofunrelatedforprofitcorporations.

ii)

ensure appropriate human resources systems, such as hiring policies,

traininganddevelopmentpoliciesandcompensationstructuresareinplace;

iii)

monitor strategic labour and social issues, such as bilingualism, diversity,

employmentopportunityandemploymentassistanceprograms;

iv)

oversee the Companys Management Pension Committee (MPC) by

delegatingtotheMPCcertainpowersanddutiesrelatedtothemanagement
andadministrationoftheCompanysretirementprogramsandbyreviewing
annuallythemanagementandadministrationofthoseprograms;

v)

review and assess the adequacy of these Terms of Reference and, where
necessary, recommend changes to the Board of Directors for its approval;
and

vi)

undertake a performance evaluation of the Committee comparing the

performance of the Committee with the requirements of this Terms of
ReferenceandreporttheresultsoftheperformanceevaluationtotheBoard
ofDirectors.

Approved by the Committee on April 26, 2016 and by the Board of Directors on April 27, 2016.

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G.

H.

LegalandRegulatoryComplianceandStakeholderRelations

i)

The Committee shall annually review managements assessment of

compliance with laws, regulations, disclosure requirements and best
practice, as they relate to the responsibilities outlined in these terms of
reference.

ii)

TheCommitteeshallensurethatallpublicdisclosurebytheCompanyofany
compensation report, is reviewed by the Committee and the Committee
will then make a recommendation to the Board for its approval and
publication.

iii)

The Committee shall manage the Boards relations with shareholders on

executivecompensationmattersincludingthesubmissionoftheCompanys
executivecompensationprogramforanadvisoryvotebyshareholders.

Other
TheCommitteeshallalsohavesuchotherpowersanddutiesasdelegatedtoitby
theBoard.

IV.

AUTHORITY

TheCommitteehastheauthorityto:

V.

A.

Formanddelegatealloraportionofitsdutiesandauthoritytosubcommittees
orindividualswhenappropriate;

B.

Engageanddirectindependentcompensationconsultants,independentcounsel
andotheradvisorsasitdeterminesnecessarytocarryoutitsduties;

C.

Set and authorize payment by the Company of the compensation for advisors
employed by the Committee. The Committee makes arrangements for the
appropriatefundingforpaymentofsuchconsultants.

ACCOUNTABILITY
A.

TheCommitteeChairhastheresponsibilitytomakeperiodicreportstotheBoard,
asrequested,oncompensationandbenefitmattersrelativetotheCompany.

Approved by the Committee on April 26, 2016 and by the Board of Directors on April 27, 2016.

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B.

VI.

TheCommitteeshallreportitsdiscussionstotheBoardbymaintainingminutesof
itsmeetingsandprovidinganoralreportatthenextBoardmeeting.

HUMANRESOURCESANDCOMPENSATIONCOMMITTEECHAIRPOSITIONDESCRIPTION

In addition to the duties and responsibilities setout in the Board of Directors Guidelinesand any
other applicable charter, mandate or position description, the chair (the Chair) of the Human
Resources and Compensation Committee (the Committee) of Goldcorp (the Corporation) has
thedutiesandresponsibilitiesdescribedbelow.
A.

ProvideoverallleadershiptoenhancetheeffectivenessoftheCommittee,including:

i)

Overseeingthestructure,composition,membershipandactivitiesdelegated
totheCommittee;

ii)

Chairing every meeting of the Committee and encouraging free and open
discussionatmeetingsoftheCommittee;

iii)

SchedulingandsettingtheagendaforCommitteemeetingswithinputfrom
other committee members, the Chair of the Board of Directors and
managementasappropriate;

iv)

Facilitatingthetimely,accurateandproperflowofinformationtoandfrom
the Committee;\arranging for management, internal personnel, external
advisors and others to attend and present at Committee meetings as
appropriate;

v)

ArrangingsufficienttimeduringCommitteemeetingstofullydiscussagenda
items;

vi)

Encouraging Committee members to ask questions and express viewpoints

duringmeetings;and

vii)

Taking all other reasonable steps to ensure that the responsibilities and
duties of the committee, as outlined in its Charter,are wellunderstoodby
theCommitteemembersandexecutedaseffectivelyaspossible.

B.

Fosterethicalandresponsibledecisionmakingbythecommitteeanditsindividual
members

C.

Encourage the Committee to meet in separate, regularly scheduled, non

management, closed sessions with internal personnel or external advisors, as
neededorappropriate

Approved by the Committee on April 26, 2016 and by the Board of Directors on April 27, 2016.

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D.

VII.

FollowingeachmeetingoftheCommittee,reporttotheBoardofDirectorsonthe
activities,findingsandanyrecommendationsofthecommittee.

COMMITTEEAGENDASANDTIMETABLE
TheCommitteeshallatleastannuallyapproveaoneyearforwardagendaorschedule.The
agenda for each of its meetings shall be reviewed and approved by the Chair of the
Committee. The timetable on the following pages outlines the Committees schedule of
activitiesduringtheyear.

Approved by the Committee on April 26, 2016 and by the Board of Directors on April 27, 2016.

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