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Corporate Governance

Coeur business operations are managed by its Officers under the direction of a ten-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:

  • Audit Committee
  • Compensation and Leadership Development Committee
  • Environmental, Health, Safety and Corporate Responsibility Committee
  • Nominating and Corporate Governance Committee

Each committee has 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 and Leadership Development Committee and Nominating and Corporate Governance Committee satisfies all applicable independence criteria of the New York Stock Exchange (“NYSE”), the Securities and Exchange Commission (“SEC”) and the Internal Revenue Service.

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

 

Audit Committee

Audit Committee

Committee Members:

  • Linda L. Adamany - Chair
  • Randolph E. Gress
  • Jessica McDonald
  • Sebastian Edwards

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 NYSE 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 NYSE 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, because of her knowledge, abilities, education and experience.

Audit Committee Charter

Compensation and Leadership Development Committee

Compensation and Leadership Development Committee

Committee Members

  • John H. Robinson – Chair
  • Kevin S. Crutchfield
  • Sebastian Edwards
  • Randolph E. Gress
  • Robert E. Mellor

Responsibilities

  • Approving, together with the other independent members of the Board, the annual compensation of our Chief Executive Officer (“CEO”).
  • Approving the annual compensation of the non-CEO executive officers.
  • Reviewing and making recommendations to the Board with respect to compensation of the directors, our equity 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 and Leadership Development Committee is independent as defined by the NYSE 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 NYSE listing standards and SEC rules.

Compensation and Leadership development Committee Charter

Nominating and Corporate Governance Committee

Nominating and Corporate Governance Committee

Committee Members:

  • Robert E. Mellor – Chair
  • Randolph E. Gress
  • John H. Robinson
  • J. Kenneth Thompson

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 NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.

Nominating and Corporate Governance Committee Charter

Environmental, Health, Safety and Corporate Responsibility Committee

Environmental, Health, Safety and Corporate Responsibility Committee

Committee Members:

  • J. Kenneth Thompson - Chair
  • Linda L. Adamany
  • Kevin S. Crutchfield
  • Eduardo Luna
  • Jessica McDonald

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 coeur.com/responsibility/

Independence

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

Executive Committee  

Committee Members

  • Robert E. Mellor – Chair
  • 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.