Corporate Governance

Coeur business operations are managed by its Officers under the direction of an eight-member Board of Directors (the “Board”). Coeur's Board is comprised of individuals that possess a broad range of business qualifications, professional experience, and industry knowledge, which enables the Board to provide proper oversight and expertise at the highest level. The Board has created several committees to help it accomplish many of its responsibilities. The Audit Committee, Compensation Committee, Environmental, Health, Safety and Social Responsibility Committee, and Nominating and Corporate Governance Committee each have a written charter defining the roles and responsibilities of the committee within the governance framework of the Company. The Board also has created an Executive Committee, whose roles and responsibilities are outlined in Coeur’s Bylaws.  Each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee satisfies all applicable independence criteria of the New York Stock Exchange, the Securities and Exchange Commission and the Internal Revenue Service.

Audit Committee

Committee Members

Linda L. Adamany Chairperson Financial Expert 
Randolph E. Gress
John H. Robinson
J. Kenneth Thompson

Audit Committee Charter

Responsibilities

Reviewing and reporting to the Board with respect to the oversight of various auditing and accounting matters and related key risks, including the selection and performance of our independent registered public accounting firm;

  • the planned audit approach;
  • the nature of all audit and non-audit services to be performed;
  • accounting practices and policies; and
  • the performance of the internal audit function
  • Independence and Financial Literacy

Independence and Financial Literacy

  • The Board has determined that each member of the Audit Committee is independent as defined by the New York Stock Exchange listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the New York Stock Exchange listing standards and SEC rules.
  • All members of the Audit Committee satisfy the NYSE’s financial literacy requirements.
  • The Board has determined that Ms. Adamany is an Audit Committee Financial Expert, as a result of her knowledge, abilities, education and experience.

Compensation Committee

Committee Members

John H. RobinsonChairperson
Kevin S. Crutchfield
Sebastian Edwards
Robert E. Mellor

Compensation Committee Charter

Responsibilities

  • Approving, together with the other independent members of the Board, the annual compensation of our CEO.
  • Approving the annual compensation of the non-CEO executive officers.
  • Reviewing and making recommendations to the Board with respect to the compensation of the directors, our stock incentive plans and other executive benefit plans.
  • Oversight of risk management of our compensation programs and executive succession planning.

Independence

  • The Board has determined that each member of the Compensation Committee is independent as defined by the New York Stock Exchange listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the New York Stock Exchange listing standards and SEC rules.

Nominating and Corporate Governance Committee

Committee Members

Robert E. MellorChairperson
Randolph E. Gress
John H. Robinson
J. Kenneth Thompson

Nominating and Corporate Governance Committee Charter

Responsibilities

  • Identifying and recommending to the Board nominees to serve on the Board.
  • Establishing and reviewing corporate governance guidelines.
  • Reviewing and making recommendations to the Board and oversight of risk management with respect to corporate governance matters.

Independence

  • The Board has determined that each member of the Nominating and Corporate Governance Committee is independent as defined by the New York Stock Exchange listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.

Environmental, Health, Safety and Social Responsibility Committee

Committee Members

J. Kenneth ThompsonChairperson
Linda L. Adamany
Kevin S. Crutchfield
Sebastian Edwards

Environmental, Health, Safety and Social Responsibility Committee Charter

Responsibilities

Reviewing and reporting to the Board with respect to our efforts, results and oversight of key risks in the areas of:

  • environmental permitting, compliance and stewardship;
  • employee and contractor safety and health; and
  • corporate social responsibility and community relations.

Details of our Health and Safety, Environmental and Corporate Responsibility performance and programs can be found at http://responsibility.coeur.com.

Independence

  • The Board has determined that each member of the Environmental, Health, Safety and Social Responsibility Committee is independent as defined by the New York Stock Exchange listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.

Executive Committee

Committee Members

Robert E. MellorChairperson
Mitchell J. Krebs
John H. Robinson
J. Kenneth Thompson

Responsibilities

Acting in the place of the Board on limited matters that require action between Board meetings.

Chairperson Chair
Financial Expert Audit Committee Financial Expert

The Board has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics, in accordance with New York Stock Exchange corporate governance listing standards and SEC rules, to facilitate responsible business operations.
 

Follow Us

Share this Page

Sitemap | Contact Us | Cautionary Statement | Terms of Use

Coeur Mining, Inc.
104 S. Michigan Avenue, Suite 900 Chicago, Illinois, 60603 - (312) 489-5800