EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Wheaton Precious Metals Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
Wheaton Precious Metals Corp.
Board Manual
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TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE

I. PURPOSE

The main purposes of the Governance and Sustainability Committee (the "Committee") are to:

i) provide a focus on governance that will enhance Wheaton Precious Metals Corp. ("Wheaton" or the "Company") performance;

ii) assess and make recommendations regarding Board of Directors (the "Board") effectiveness;

iii) establish and lead the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for directors; and

iv) provide oversight with respect to sustainable business practices, including environmental, health and safety, social responsibility (including human rights and engagement with local communities) and related matters in the conduct of Company activities ("Sustainability Matters").

II. COMPOSITION AND OPERATIONS

A. The Committee shall be composed of not fewer than two directors and not more than five directors, all of whom shall be independent directors1.

B. The Committee shall meet at least two times per year.

C. The Committee shall operate under the guidelines applicable to all Board committees, which are located in the Board Guidelines.

III. DUTIES AND RESPONSIBILITIES

Subject to the powers and duties of the Board, the Committee will:

A. Annually review the Board's relationship with management to ensure the Board is able to, and in fact does, function independently of management.


1 See Board Guidelines for the definition of an independent director.

 

Most Recent Revision: March 11, 2021 page 1

Wheaton Precious Metals Corp.
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TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE

B. Develop, and annually update and recommend to the Board for approval, a long term plan for Board composition that takes into consideration, among other matters, the following:

i) the independence of each director;

ii) the competencies and skills the Board, as a whole, should possess;

iii) the current strengths, skills and experience represented by each director, as well as each director's personality and other qualities as they affect Board dynamics;

iv) retirement dates;

v) the appropriate size of the Board, with a view to facilitating effective decision-making;

vi) the diversity of the Board, including the adopted target for gender diversity of the Board as set out in the Board Guidelines; and

vii) the strategic direction of the Company.

C. Develop recommendations regarding the essential and desired experiences and skills for potential directors, taking into consideration the Board's short-term needs and long-term succession plans.

D. Develop and implement a process to handle any nominees for director who are recommended by security holders.

E. In conjunction with the Board Chair and the CEO, recommend to the Board nominees for election to the Wheaton Board of directors, taking into consideration:

i) their independence;

ii) their competencies, skills, backgrounds and experiences, including industry knowledge;

iii) their integrity, professionalism and values;

iv) their character and personality;


Wheaton Precious Metals Corp.
Board Manual
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TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE

v) their ability to contribute to the long-term strategy and success of the Company and the performance by the Board as a high performance team;

vi) the diversity of the Board.  Further discussion regarding the Company's consideration of diversity in its selection of Board nominees (and employees and officers) is set out in the Board Guidelines and under the heading "Diversity" in the Code of Business Conduct and Ethics;

vii) the long-term plan for Board composition and the needs of the Board; and

viii) other factors as considered appropriate,

and with the objective of composing the Board in a way that best guides the long-term strategy and success of the Company.

F. Provide oversight with respect to Sustainability Matters, including:

i) review and report to the Board with respect to managing the risks, challenges and opportunities associated with Sustainability Matters;

ii) review and monitor emerging potential risks to the Company's business associated with Sustainability Matters;

iii) review the Company's performance with respect to Sustainability Matters and any significant related incidents in respect thereto;

iv) monitor significant developments in relevant policies, regulations and trends with respect to Sustainability Matters in all of the jurisdictions in which the Company operates;

v) monitor the Company's compliance with applicable laws and regulations relating to Sustainability Matters and review significant findings of internal and external social, environmental assessments, health and safety audits, stakeholder reviews and third-party assessments and assurance reports;

vi) review outstanding litigation and/or regulatory actions relating to Sustainability Matters;


Wheaton Precious Metals Corp.
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TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE

vii) review any significant contraventions of policies, laws or regulations with respect to Sustainability Matters;

viii) review the strategies and methods proposed by management to improve the performance of the Company with respect to Sustainability Matters;

ix) review the methods of communicating the Company's oversight, performance, policies and procedures with respect to Sustainability Matters, both internally and externally, whether by way of public disclosure or otherwise; and

x) make recommendations to management and the Board with respect to policy and strategic initiatives and actions arising with respect to Sustainability Matters.

G. Review periodically, for Board approval, a Board Manual outlining the policies and procedures by which the Board will operate and the terms of reference for the Board, the Board Chair and the CEO, and committees of the Board.

H. In conjunction with the Board Chair and the CEO, assess the needs of the Board in terms of the frequency and location of Board and committee meetings, meeting agendas, discussion papers, reports and information, and the conduct of meetings and make recommendations to the Board as required.

I. In conjunction with the Chair and the CEO, recommend committee members and committee chair appointments to the Board for approval and review the need for, and the performance and suitability of, those committees and make recommendations as required.

J. Review, monitor and make recommendations to the Board regarding the orientation and education of directors.

K. Annually review the directors' compensation program and make any recommendations to the Board for approval.

L. Annually review the Company's directors' and officers' third-party liability insurance to ensure adequacy of coverage.


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TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE

M. Review the Board's needs for formal Board, committee and individual director evaluation processes; and develop and implement appropriate processes.

N. Review and approve the request of an individual director to engage independent counsel in appropriate circumstances, at the Company's expense.

O. With regard to the Company's Code of Business Conduct and Ethics (the "Code"):

i) review and update periodically the Code and ensure that management has established a system to enforce the Code;

ii) review actions taken to ensure compliance with the Code and the results of confirmations and violations of such Code;

iii) ensure the Code, any revisions to the Code and any waivers to the Code granted by the Board are disclosed in a manner that meets regulatory guidelines;

iv) ensure that any departures from the Code by a director or senior officer that constitute a "material change" within the meaning of National Instrument 51-201 Disclosure Standards, are reported in a manner that fully meets regulatory requirements.

P. Annually compare the Company's corporate governance practices against those recommended or required by any applicable regulator or stock exchange. Ensure the Company meets all requirements, and where the Company's practices differ from recommended practices, recommend to the Board whether this situation continues to be in the best interests of the Company.

Q. Develop for Board approval any annual and/or interim reports of Wheaton's governance practices. This report shall include adequate detail to meet or exceed any regulatory or legal governance disclosure requirements, in addition to any additional disclosure the Board deems important. Disclosure should include, but not be limited to the items in the governance disclosure checklist in the appendix to these Terms of Reference. The Committee shall communicate with other Board committees as necessary regarding disclosure of items under their respective mandates.


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SUSTAINABILITY COMMITTEE

R. Implement and oversee measures for security holders to contact the independent directors, and ensure these measures are communicated to shareholders.

S. Recommend to the Board any reports on corporate governance that may be required or considered advisable.

T. At the request of the Board, undertake such other corporate governance initiatives as may be necessary or desirable to contribute to the success of the Company.

U. Review interlocking Board, multiple Board memberships and multiple appointments to Audit Committees of directors and recommend for approval to the Board if required pursuant to Board policies.

V. Review any potential conflicts of interest involving a director for the purpose of determining independence and whether such conflict limits or impairs the role of the director.

W. Review independence of Board members and recommend for approval to the Board.

X. Conduct annual self-evaluation and report to Board.

Y. Comply with the requirements set out in the Board Guidelines relating to the engagement of outside advisors. 

Z. The Committee shall also have such other powers and duties as delegated to it by the Board.

IV. ACCOUNTABILITY

A. The Committee Chair has the responsibility to make periodic reports to the Board, as requested, on governance and human resource matters relative to the Company.

B. The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing an oral report at the next Board meeting.


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V. COMMITTEE TIMETABLE

The timetable on the following pages outlines the Committee's schedule of activities during the year.


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SUSTAINABILITY COMMITTEE

 


Wheaton Precious Metals Corp.
Board Manual
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TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE

 


Wheaton Precious Metals Corp.
Board Manual
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TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE


Wheaton Precious Metals Corp.
Board Manual
Tab B-3

TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE



Wheaton Precious Metals Corp.
Board Manual
Tab B-3

TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE

APPENDIX: MANDATORY GOVERNANCE DISCLOSURE CHECKLIST
UNDER CSA NI 58-101 AND NYSE RULE 303A



Wheaton Precious Metals Corp.
Board Manual
Tab B-3

TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE

APPENDIX: MANDATORY GOVERNANCE DISCLOSURE CHECKLIST
UNDER CSA NI 58-101 AND NYSE RULE 303A



Wheaton Precious Metals Corp.
Board Manual
Tab B-3

TERMS OF REFERENCE FOR THE GOVERNANCE AND

SUSTAINABILITY COMMITTEE

APPENDIX: MANDATORY GOVERNANCE DISCLOSURE CHECKLIST
UNDER CSA NI 58-101 AND NYSE RULE 303A