SEC Info

Home

Search

My Interests

Help

Sign In

Please Sign In

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 3/26/03  Placer Dome Inc                   6-K         3/25/03    1:199                                    Bowne of Vancouver/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                  HTML  1,397K 

SECURITIES AND EXCHANGE COMMISSION

FORM 6 – K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of March, 2003

PLACER DOME INC.

Suite 1600, 1055 Dunsmuir Street
P.O. Box 49330, Bentall Postal Station
Vancouver, British Columbia
Canada V7X 1P1

     Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

PLACER DOME INC.

Suite 1600, 1055 Dunsmuir Street,

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

      NOTICE IS HEREBY GIVEN that an Annual and Special Meeting of Shareholders (the “Meeting”) of Placer Dome Inc. (the “Corporation”) will be held at the Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario, on Wednesday, the 30th day of April, 2003, at 10:00 o’clock in the forenoon (Eastern Daylight Time) for the following purposes:

	(a)	to receive the Annual Report and audited consolidated financial statements for the year ended December 31, 2002;
	(b)	to elect directors for the ensuing year;
	(c)	to appoint auditors for the ensuing year;
	(d)	to consider, and if thought fit, to approve and ratify a resolution amending the Corporation’s 1987 Stock Option Plan by increasing the number of common shares issuable thereunder from 25,000,000 to 32,000,000; and
	(e)	to transact such other business as may properly come before the Meeting and any adjournment thereof.

      Only shareholders of record at the close of business on March 12, 2003 will be entitled to notice of and to vote at the Meeting either in person or by proxy, in accordance with and subject to the provisions of the Canada Business Corporations Act.

	BY ORDER OF THE BOARD OF DIRECTORS
	J. DONALD ROSE
	Executive Vice-President, Secretary
	and General Counsel

DATED at Vancouver, British Columbia, Canada

      Your attention is called to the attached Management Proxy Circular and Statement.

      IF YOU ARE A REGISTERED SHAREHOLDER OF THE CORPORATION AND ARE UNABLE TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY BY FAX TO (416) 368-2502 OR IN THE ENVELOPE PROVIDED FOR THAT PURPOSE. TO BE EFFECTIVE, PROXIES MUST BE RECEIVED BEFORE 10:00 O’CLOCK A.M. (EASTERN DAYLIGHT TIME) ON APRIL 29, 2003 BY CIBC MELLON TRUST COMPANY, Proxy Department, Unit 6, 200 Queens Quay East, Toronto, Ontario, Canada, M5A 4K9. If you attend the Meeting, sending your proxy will not prevent you from voting in person.

      If you own shares held through a broker, a financial institution or other nominee (the “Intermediary”), these materials have been forwarded to you by your Intermediary and should be completed and returned in accordance with the instructions provided to you by the Intermediary.

      Shareholders in Canada and in the United States who have questions about items being voted on at the Meeting may telephone toll free the Corporation’s proxy solicitation agents (Georgeson Shareholder Communications Canada) at 1-866-894-3397 (English) and at 1-866-895-3397 (French).

PLACER DOME INC.

MANAGEMENT PROXY CIRCULAR AND STATEMENT

SOLICITATION OF PROXIES

      This Management Proxy Circular and Statement (the “Circular”) is being furnished by the management (“Management”) of Placer Dome Inc. (“Placer Dome” or the “Corporation”) in connection with its solicitation of proxies for use at the Annual and Special Meeting of Shareholders of the Corporation to be held on Wednesday, April 30, 2003 and at any and all adjournments thereof (the “Meeting”).

      The address of the registered and head office of the Corporation is Suite 1600, 1055 Dunsmuir Street, Vancouver, British Columbia, Canada; mailing address P.O. Box 49330, Bentall Postal Station, Vancouver, British Columbia, Canada V7X 1P1.

      It is anticipated that this Circular, together with the accompanying Notice of Meeting and Form of Proxy, will first be mailed to shareholders of the Corporation on or about March 19, 2003.

      Unless otherwise indicated, all monetary amounts referred to herein are stated in Canadian currency.

      The Corporation will bear the cost of solicitation of proxies. Solicitation will be by mail, possibly supplemented by telephone or other personal contact by regular employees of the Corporation. In addition, the Corporation will retain Georgeson Shareholder Communications Canada, Inc., 66 Wellington Street West, Suite 5210, Toronto Dominion Centre, P.O. Box 240, Toronto, Ontario, M5K 1J3, to aid in the solicitation of proxies from Canadian individuals and institutions and, through its U.S. affiliate, Georgeson Shareholder Communications Inc., from U.S. individuals and institutions, at an expected fee of $51,000, plus out-of-pocket expenses.

Revocability and Voting of Proxies

      A shareholder may revoke a proxy by depositing an instrument in writing executed by the shareholder or the shareholder’s attorney authorized in writing either at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or with the chairman of the meeting on the day of the Meeting, or in any other manner permitted by law.

      Common shares of the Corporation (the “Common Shares”) represented by properly executed proxies in the enclosed form (if executed in favour of the Management nominees and deposited as provided in this Circular) will be voted, or withheld from voting, in accordance with the instructions of the shareholder on the proxy on any ballot that may be called for. If the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. In the absence of any instructions on the proxy, such Common Shares will be voted (i) for the election as directors of the Corporation of all the persons listed under the heading “Election of Directors”; (ii) for the appointment of Ernst & Young LLP as auditors of the Corporation; and (iii) for the approval and ratification of the proposed amendment to the Corporation’s 1987 Stock Option Plan by increasing the number of Common Shares issuable thereunder from 25,000,000 to 32,000,000. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date hereof, Management knows of no such amendments, variations or other matters to come before the Meeting. If any such other matter, or if any amendments to or variations of the matters identified in the Notice of Meeting, should properly come before the Meeting, proxies received pursuant to this solicitation will be voted on such amendments, variations and other matters in accordance with the best judgment of the person voting the proxy.

Confidentiality of Voting

      Proxies are counted and tabulated by CIBC Mellon Trust Company, the transfer agent of the Corporation, in such manner as to preserve the confidentiality of individual shareholder votes, except that the Corporation will have access to proxies as necessary to meet applicable legal requirements in the event of a proxy contest, or in the event a shareholder has made a written comment or submitted a question on the form of proxy.

Appointment of Proxyholder

      The persons named in the enclosed form of proxy are directors and/or officers of the Corporation. A shareholder has the right to appoint some other person, who need not be a shareholder, to represent the holder at the Meeting by striking out the names of the persons designated in the accompanying form of proxy and by inserting such other person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. To be voted at the Meeting, completed forms of proxy must be received at the office of the Corporation’s registrar and transfer agent, CIBC Mellon Trust Company, Proxy Department, Unit 6, 200 Queens Quay East, Toronto, Ontario, Canada, M5A 4K9, not later than 10:00 o’clock a.m. (Eastern Daylight Time) on April 29, 2003.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

      On February 19, 2003, the Corporation had outstanding 408,819,927 Common Shares, each entitling the holder thereof to one vote at the Meeting.

      Only holders of Common Shares of record at the close of business on March 12, 2003 will be entitled to notice of the Meeting. Each shareholder of record at the close of business on that date will be entitled to vote at the Meeting the Common Shares then recorded in that shareholder’s name.

      Two individuals present in person and together holding or representing by proxy at least one third of the Corporation’s outstanding Common Shares constitute a quorum at meetings of shareholders.

      To the knowledge of the directors or officers of the Corporation, no person beneficially owns, or exercises control or direction over, more than 10% of the outstanding Common Shares.

INFORMATION REGARDING DIRECTORS

Election of Directors

      The term of office of the current directors of the Corporation will expire at the Meeting or when their successors are duly elected or appointed. The Articles of the Corporation provide that the number of directors shall consist of a minimum of 10 and a maximum of 20 with the actual number of directors being determined from time to time by resolution of the directors. The board of directors of the Corporation (the “Board”) is currently composed of 11 directors. The Board has, by resolution, fixed the number of directors to be elected at the Meeting at 11. All of the nominees for director are to be elected at the Meeting to serve until the next annual meeting or until their successors are duly elected or appointed. All of the nominee directors have consented to be named herein as such, and have agreed to serve if elected. All of the nominees listed below are currently serving as directors. The table below provides additional information about the nominee directors, including the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by each nominee. There are no other shares of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the nominee directors of the Corporation. The number of Common Shares beneficially owned by all such nominees as a group does not exceed 1% of the outstanding Common Shares.

      The Board has four standing committees: the Audit Committee, the Corporate Governance Committee, the Human Resources and Compensation Committee and the Safety and Sustainability Committee. For the purpose of

2

3

(1)	A company under the protection of the Companies’ Creditors Arrangement Act.
(2)	These shares are held by J&R Crow Inc., of which Mr. Crow is the President, a director and a shareholder.
(3)	Of these shares, 7,127 are owned personally and 7,873 are owned by Signalta Capital Corporation of which Mr. Franklin is the President, a director and the sole shareholder.
(4)	These shares are held by Mayfield Superannuation Nominees Pty. Ltd., a company of which Mr. Karpin is a director and shareholder.
(5)	10,250 of these shares are owned by a trust of which Mr. McFarland is a co-trustee.
(6)	Of these shares, 2,800 are owned personally; 600,000 are owned by Wenonah Development Company of which Mr. Michel is the President and chief executive officer, a director and a shareholder; 10,250 are owned by trusts of which Mr. Michel is a co-trustee and in which various members of his family have current beneficial interests.
(7)	Of these, 36,212 are vested units held by Mr. Taylor under the Unit Performance Plan for senior employees (see “Human Resources and Compensation Committee Report on Executive Compensation — Long-Term Incentives — Unit Performance Plan”).
(8)	These shares are held by Merrion Ltd., a company wholly owned by Mr. Wilson.
*	Committee chair

     The Board has established share ownership guidelines for directors. The recommended level of share ownership is a minimum of 5,000 Common Shares.

Compensation of Directors

      Each director (except Mr. Franklin) who is not an employee of the Corporation receives an annual retainer of US$25,000 and a per meeting fee of US$1,000 in the case of either personal attendance or telephone attendance at a meeting of the Board or a committee thereof. Any director (except Mr. Franklin) who chairs a committee of the Board and is not an employee also receives an annual fee of US$4,000. An additional fee of US$1,000 per meeting attended in North America, up to five meetings per year, is paid to Mr. Karpin, who resides in Australia, in recognition of the additional travel commitment. In circumstances where a director incurs a time commitment in addition to the time spent preparing for or attending a meeting of the Board or any of its committees, for a purpose related to the directorship such as education, or furthering the director’s understanding or knowledge related to or for the benefit of the Corporation, the director is entitled to a per diem payment of US$1,000. Directors are reimbursed for out-of-pocket and travel expenses.

      In 2002 a special committee of the Board consisting of Messrs. Franklin, Karpin, Michel, Wilson and J.K. Taylor, was established for the purpose of monitoring developments with respect to Placer Dome Asia Pacific Limited’s offer to purchase all of the outstanding shares of AurionGold Limited and providing guidance to Management with respect thereto. The special committee held 17 meetings by teleconference. Messrs. Karpin, Michel and Wilson received US$1,000 per meeting attended. Messrs. Franklin (chair of the committee) and Taylor (who is a member of management) did not receive meeting fees in respect thereof.

      Mr. Franklin, non-executive Chairman of the Board of the Corporation, receives an annual fee of $175,000 and will receive an additional payment in 2003 of $50,000 in recognition of the additional time and commitment required of him in 2002, particularly in relation to the AurionGold Limited transaction. The Corporation reimburses Mr. Franklin for annual club membership fees and parking fees ($5,950 and $4,800, respectively, in 2002).

      The Corporation’s 1993 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”) provides that, as of the date of each annual meeting of the shareholders of the Corporation, there shall be granted to each non-employee director (other than the Chairman) an option to purchase 5,000 Common Shares and the Chairman shall be granted an option to purchase 10,000 Common Shares. In the case of non-employee directors who become directors after the commencement of the Directors’ Plan, there is an initial grant of an option to purchase 10,000 Common Shares. The exercise price of the options granted to directors, if expressed in Canadian dollars, is

4

Material Interests of Corporation’s Directors or Officers

      None of the Corporation’s directors or officers nor any of their associates has had any direct or indirect material interest, since the beginning of the Corporation’s last completed financial year, in respect of any transaction that has materially affected or will materially affect the Corporation or any of its subsidiaries.

CORPORATE GOVERNANCE

The Board

      The Board is responsible for the stewardship of the Corporation and fully endorses a system of corporate governance that is designed to assist the Board to manage effectively, or supervise the management of, the business and affairs of the Corporation. The Board provides guidance to Management in the pursuit of the Corporation’s goals.

      The Board believes that good corporate governance is important to the effective performance of the Corporation and plays a significant role in protecting shareholders’ interests and maximizing shareholder value.

      The Corporation’s corporate governance practices are compared with the TSX corporate governance disclosure guidelines, including the proposed amendments published in April 2002 and not yet formally implemented as of December 31, 2002. The Corporation’s “Statement of Corporate Governance Practices” pursuant to Section 473 of the TSX Company Manual is attached as Schedule “A” to the Circular. The Corporation has also been reviewing its governance practices in response to the extensive regulatory changes in progress arising from the United States Sarbanes-Oxley Act of 2002 as well as the NYSE’s corporate governance rule proposals (“NYSE Proposals”) and anticipated further changes arising from discussions between the TSX and the Ontario Securities Commission. The U.S. Securities and Exchange Commission is in the process of issuing rules and regulations to give effect to provisions of the United States Sarbanes-Oxley Act of 2002, and is currently considering approval of the NYSE Proposals.

      As the provisions of the United States Sarbanes-Oxley Act of 2002, the NYSE Proposals and the TSX Guidelines come into effect, the Corporation will review its governance practices.

      At present, each committee of the Board is composed of four Directors, all of whom qualify as unrelated directors who are independent of management and free from any interest or business relationship which could, or could be perceived to, materially interfere with their ability to act in the best interests of the Corporation. Each of the committees has specific mandates and defined authorities which are reviewed periodically. The responsibilities of each committee are summarized below.

Corporate Governance Committee

      The Corporate Governance Committee has the general responsibility for developing the Corporation’s approach to governance issues. The Committee is responsible for identifying and recommending nominees to the Board for eventual proposal as candidates for election as Directors at the Annual Meeting. In considering nominations, the Committee seeks, amongst other things, diversity through qualified persons representing various industry backgrounds, geographical areas, gender and records of achievement in individual fields of endeavour. The Committee also reviews, advises and recommends to the Board any matters concerning the size and composition of the Board, organisation and responsibility of Board Committees, the compensation of the Board and Board Committees and the evaluation process for the Chairman and the Board. The Committee is also responsible for reviewing and monitoring the orientation of new Board members and for reviewing and approving officers’ directorships in companies other than subsidiary companies and to review directors’ relationships with other outside entities with regard to potential conflicts of interest.

Audit Committee

      The Audit Committee has the responsibility to assist the Board in its oversight functions as they relate to the Corporation’s accounting, financial reporting, auditing, risk management and internal controls. The Audit Committee, on behalf of the Board, has the responsibility, among other things, for: (a) reviewing the financial statements of the Corporation and recommending whether such statements should be approved by the Board;

5

Human Resources and Compensation Committee

      The Human Resources and Compensation Committee assists the Board in matters related to employment, remuneration and succession planning, and the oversight of the Corporation’s various stock option, stock purchase, pension and other benefit plans. The Committee has responsibility for: (a) fixing the compensation of the President and CEO and approving the compensation of the other senior officers of the Corporation; (b) exercising the powers conferred on it by the Board with respect to option and share purchase plans; and (c) reviewing annually, or more often if it deems appropriate, succession for key executives, performance appraisal and development of senior officers, senior management organisation and reporting structure, contingency plans in the event of the unexpected disability of key executives and performance and funding of pensions and other benefits.

Safety and Sustainability Committee

      The Safety and Sustainability Committee has responsibility for periodically reviewing the Corporation’s Safety and Sustainability Policies and, if appropriate, making recommendations to the Board with respect thereto. The Committee also has responsibility for taking any actions it deems necessary to satisfy itself that these policies are being implemented, including reviewing the reports to the Board with respect to safety and sustainability (including environmental, social and economic) matters. The members of the Committee have the right, for the purpose of exercising their authority, to be provided with information under the control of the Corporation and its affiliates.

Summary of meetings held and attendance of directors

      The information below shows Board and committee meetings held and attendance of directors for the year ended December 31, 2002.

*	Currently a member of the committee — committee membership changed in April of 2002 after the Annual and Special Meeting of Shareholders when the size of the Board was reduced from 12 to 11 directors and the number of members of each committee was reduced from five to four.
(1)	In addition to the five regularly scheduled meetings, four additional meetings were held during 2002. Two of the additional meetings were held by teleconference.
(2)	One of these meetings was held by teleconference.
(3)	Two of these meetings were held by teleconference.

6

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

      The Corporation maintains a combined Directors’ & Officers’ Liability and Corporation Reimbursement Insurance Policy covering a period of one year from September 30, 2002 (the “Policy Year”) with a limit on liability of US$95,000,000 per policy year to cover the directors and officers of the Corporation and its subsidiaries, individually and as a group, and to cover the Corporation’s subsidiaries for their liability to indemnify their respective directors and officers pursuant to their by-laws. In respect of the Corporation Reimbursement Insurance, the insured company would bear the first US$500,000 of any loss.

      The Corporation paid an aggregate premium of US$853,000 for such insurance for the Policy Year.

EXECUTIVE COMPENSATION

Summary Compensation Table

      The following table sets forth, for the periods indicated, information concerning compensation earned during such periods by the Corporation’s Chief Executive Officer and the Corporation’s four other most highly compensated executive officers who were serving as executive officers on December 31, 2002 (collectively the “Named Executives”).

SUMMARY COMPENSATION TABLE(1)

(1)	All dollar amounts in the Summary Compensation Table are in United States dollars. Compensation is paid in Canadian dollars except in the cases of Mr. Hayes, who is paid in United States dollars, and Mr. Tomsett, who is paid in Australian dollars. The United States/Canadian dollar rates of exchange used for conversion are: 2002 — 1.5703, 2001 — 1.5482, 2000 — 1.4852. The United States/ Australian dollar rates of exchange used for conversion are: 2002 — 1.8389, 2001 — 1.9312, 2000 — 1.717.
(2)	This compensation is determined pursuant to the Corporation’s Executive Annual Incentive Plan and, except within this Summary Compensation Table, is referred to in this Circular as “variable compensation”. In lieu of payment, one third of the total variable compensation of Messrs. Taylor, Handley, Hayes, McLennan and Tomsett was replaced by units under the terms of the Corporation’s Unit Performance Plan described below (see “Human Resources and Compensation Committee Report on Executive Compensation — Long-Term Incentives — Unit Performance Plan”).
(3)	For Mr. Hayes, the amounts shown are the dollar value of perquisites and personal benefits received by Mr. Hayes in connection with his international employment status (for 2002 and 2001 the amounts shown consist entirely of housing benefits). For Mr. Tomsett, the amounts shown for 2002 and 2001 represent the dollar value of perquisites and personal benefits received by Mr. Tomsett in connection with his international employment status (including a car allowance in the amounts of US$40,492 and US$38,557, respectively) and the dollar value of imputed interest benefits (US$10,941 and US$13,777, respectively) from an interest-free housing loan granted to him by a subsidiary of the Corporation. For 2000, the amount shown for Mr. Tomsett is the dollar value of imputed interest benefits from his interest-free loan.

7

(4)	All awards are stock options.
(5)	The amounts shown consist of, except in the case of Mr. Tomsett, who was not a member of an employee stock purchase plan in 2002, matching contributions by the Corporation to an employee stock purchase plan (for 2002: Mr. Taylor: US$22,035; Mr. Handley: US$7,355; Mr. Hayes: US$1,604; and Mr. McLennan: US$4,477), and the dollar value of units granted by the Corporation in respect of “dividend equivalents” earned on units under the Unit Performance Plan (for 2002: Mr. Taylor: US$6,174; Mr. Handley: US$2,348; Mr. Hayes: US$3,257; Mr. McLennan: US$2,614; and Mr. Tomsett: US$3,821) (see “Human Resources and Compensation Committee Report on Executive Compensation — Long-Term Incentives — Unit Performance Plan”). In addition, for Mr. Taylor, US$95,523 of the amount shown for 2002 consists of a contribution by the Corporation to Mr. Taylor’s supplemental retirement benefit arrangement (see “Human Resources and Compensation Committee Report on Executive Compensation — Other Compensation — CEO’s Compensation”).

(6)	For Mr. Taylor, the amounts shown for 2002 and 2001 represent Mr. Taylor’s total variable compensation less US$95,523 and US$96,887, respectively, which amounts were contributed to Mr. Taylor’s supplemental retirement benefit arrangement (see “Human Resources and Compensation Committee Report on Executive Compensation — Other Compensation — CEO’s Compensation”).

Long-Term Incentive Plan Awards Table

      The following table sets forth the number of units awarded in 2002 to Named Executives under the Corporation’s Unit Performance Plan (see “Human Resources and Compensation Committee Report on Executive Compensation — Long-Term Incentives — Unit Performance Plan”).

LONG-TERM INCENTIVE PLANS — AWARDS IN

(1)	These units were granted by the Corporation to match the number of units converted by the Named Executive from the first one third of his 2002 variable compensation (see “Summary Compensation Table”). Each unit has a value of $17.64, being the average closing sale price per Common Share in Canadian dollars on the TSX for the month of January 2003.
(2)	These units represent Mr. Handley’s “initial grant amount” (see “Human Resources and Compensation Committee Report on Executive Compensation — Long-Term Incentives — Unit Performance Plan”).
(3)	Members of the Corporation’s Unit Performance Plan are entitled to redeem units if a member is terminated without cause within two years after a change in control of the Corporation.

Pension Plans

      During 2002, three of the Named Executives were covered by the Placer Dome Inc. Executive Retirement Plan (the “Executive Plan”). Mr. Hayes was covered in 2002 by the Retirement Plan for Salaried Employees of Placer Dome U.S. Inc. (the “U.S. Plan”), which covers employees of Placer Dome U.S. Inc. Mr. Tomsett was covered by the Placer Executive Superannuation Fund (the “PDAP Plan”), which covers certain executive employees of Placer Dome Asia Pacific Limited.

Executive Plan

      The Named Executives are not required to make contributions to the Executive Plan. The amount of pension payable under the Executive Plan is determined as 2% of final average earnings (“FAE”) multiplied by the total number of years of credited service to a maximum of 35. FAE are defined as the average annual earnings during the 36 consecutive months within the last ten years of employment in which such earnings are highest. Earnings for pension purposes include base salary and payments under the Corporation’s Executive Annual Incentive Plan. The Executive Plan benefits are subject to a ceiling imposed by Canadian Income Tax regulations of $1,722 of annual pension for each year of credited service. Pensions are not integrated with or reduced by Canada Pension Plan payments. Under the Executive Plan, 65% of the pension payable to a retired member is payable for life to the member’s surviving spouse upon the member’s death.

8

U.S. Plan

      The Named Executive who is now covered by the U.S. Plan is not required to make contributions to the U.S. Plan. The amount of pension payable under the U.S. Plan is 2% of FAE multiplied by the total number of years of credited service up to a maximum of 35 years plus past service credit, if any, less an offset for Social Security benefits. FAE are defined as the average annual earnings during the five years in which such earnings are highest. Earnings for the purposes of this pension plan include base salary and any overtime payments. There is an annual benefit limitation for participants as set forth in Section 415 of the U.S. Internal Revenue Code.

PDAP Plan

      The named executive who is covered by the PDAP Plan is not required to make contributions to the PDAP Plan. The amount of benefit payable under the PDAP Plan is defined in terms of a lump sum payment upon retirement equal to 22.5% multiplied by FAE multiplied by the total number of years of credited service. FAE are defined as the average annual salary on the three review dates immediately preceding termination of service or attainment of normal retirement age. Salary includes base salary only.

Supplementary Income Agreements

      During 2002, individual agreements were in force between the Corporation and all Named Executives. Under these agreements pension supplements are payable. The amount of the pension supplement is the difference between the amounts of pension payable under the pension plans of the Corporation and its subsidiaries, or the actuarial equivalents thereof, and an amount calculated in accordance with the Executive Plan formula but assuming no ceiling on the annual pension for any year of credited service. The agreements provide that in the event of the death of the Named Executive prior to retirement under the Executive Plan, the death benefit paid to the spouse of the Named Executive will be that benefit required, if any, so that the total value of death benefits from all the pension programs of the Corporation and its subsidiaries will equal 65% of the commuted value of the total pension benefits earned by the Named Executive at the date of death under all the pension programs of the Corporation and its subsidiaries.

PENSION PLAN TABLE(1)

(1) All dollar amounts in the Pension Plan Table are in United States dollars.

     The table above illustrates the maximum annual pension for a Named Executive payable under the combination of the pension plans of the Corporation or its subsidiaries and the individual agreement to a person retiring at age 65 as of December 31, 2002, based on certain assumptions as to level of earnings and service. The

9

Stock Options and Stock Appreciation Rights Plans

      The Placer Dome 1987 Stock Option Plan (the “1987 Plan”) provides for the issuance of Common Shares and the granting of stock appreciation rights. Options and related stock appreciation rights (“SARs”) are available to employees of the Corporation and are granted by the Human Resources and Compensation Committee of the Board. No SARs are outstanding under the 1987 Plan. The exercise price of options, if expressed in Canadian dollars, is the price per Common Share of the last board lot sale of such shares on the TSX on the trading date immediately preceding the date the option is granted. The exercise price of options, if expressed in United States dollars, is the price per Common Share of the last board lot sale of such shares on the NYSE on the trading day immediately preceding the date the option is granted. The maximum term of each option and SAR is 10 years.

      Pursuant to the 1987 Plan, there is one stock option grant program in effect. Under the Standard Stock Option Grant Program, the options become exercisable in three cumulative instalments on each of the first through third anniversary dates of the date of grant. A second stock option grant program, the Ownership Incentive Program, was designed to encourage employees to become long term shareholders of the Corporation. Under this program, employees who owned shares were eligible for incentive options on a matching basis if the shares were held continuously for two years. Fifty incentive options were granted for each fifty shares owned. The number of shares was reduced to the nearest fifty. Vesting of these options was conditional on the employee retaining ownership during the two year period following the grant. Options were 100% vested at the end of the two year period if this condition was met. Subsequent to the February 2002 grants, the Ownership Incentive Program was discontinued for all employees. Employees will continue to hold options that have been granted previously under the 1987 Plan. The vesting and exercise criteria will remain unchanged.

OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

(1)	All option awards for 2002 were granted for Common Shares.
(2)	Based on the Common Share price on the NYSE. All dollar amounts in this table are in United States dollars.
(3)	These option awards were granted pursuant to the Standard Stock Option Grant Program with the first one third of these awards becoming exercisable after one year, the second one third after two years, and the final one third after three years.
(4)	These option awards were granted pursuant to the Ownership Incentive Program and are fully exercisable after two years.

10

AGGREGATED OPTION/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES

(1)	There were no unexercised SARs at December 31, 2002.
(2)	The closing board lot sale price of Common Shares on the TSX on December 31, 2002 was $17.86.

Executive Annual Incentive Plan

      All the Named Executives are members of the Executive Annual Incentive Plan. This Plan provides for the granting of variable compensation to individual executive officers if specified goals are achieved. The amount of an individual Named Executive’s variable compensation is determined on the basis of corporate, regional/ functional, and individual performance in relation to the specified goals. All the specified goals applicable to the President and CEO and the corporate goals applicable to the Named Executives are established and reviewed by the Human Resources and Compensation Committee of the Board. The President and CEO establishes the other goals applicable to the individual Named Executives.

Employment Agreements

      All the Named Executives currently employed by the Corporation and/or a subsidiary of the Corporation have agreements with the Corporation in respect of their employment. The base salary amounts payable under these employment agreements (the “Employment Agreements”) are adjusted annually by such amount, if any, as the Human Resources and Compensation Committee determines following annual reviews. The Employment Agreements contain certain restrictions on the employment of the Named Executives in the gold mining industry for twelve months after the termination of employment.

      The provisions of the Employment Agreements with the Named Executives include the following:

      Each expire on the occurrence of the earliest of the following:

	(i)	the employee attaining the age of 65 years;
	(ii)	the resignation of the employee;
	(iii)	the Corporation terminating the employee’s employment for just cause; and
	(iv)	the Corporation giving written notice to the employee of the termination of his employment.

      The terms of the Employment Agreements for each Named Executive provide that if the employment of the Named Executive is terminated by the Corporation, for other than just cause, the Corporation will pay to him an amount equal to twice his current annual salary plus an amount equal to the previous two years’ variable compensation payments. The employee will also be reimbursed up to $10,000 for relocation, financial counselling and tax planning services.

      The Employment Agreements provide that if a Named Executive’s employment is terminated (including resignation in certain “circumstances”) within two years after a change in control of the Corporation, the Named Executive is entitled to a severance payment equal to 1.5 times the general severance amount he would be entitled to as indicated above. In addition, the Named Executive’s stock options vest immediately. The severance payment is reduced proportionately if employment is terminated within two years of the normal retirement date (age 65). A “change in control” includes an event that results in one group owning 20% or more of the voting shares of the entity (including an entity resulting from a merger). The circumstances in which a resignation would entitle the Named Executive to the severance payment include resignation following an adverse change in the position, compensation or responsibilities of the Named Executive, and/or a fundamental change in the nature of the business of the Corporation.

11

REPORT ON EXECUTIVE COMPENSATION

Composition of the Human Resources and Compensation Committee

      The Human Resources and Compensation Committee is composed of four directors, C. L. Michel (Chairman), J. W. Crow, W. G. Wilson and R. M. Franklin. Mr. Franklin is the non-executive Chairman of the Board.

Human Resources and Compensation Committee Report on Executive Compensation

      The Corporation’s compensation policy for all executive officers is to target, on average, the 50th percentile of a sample of North American mining/ resource companies with a check on a peer group of gold producers. Comparisons are made on a basis that recognizes company size and job scope. Performance is suitably recognized through variable compensation and long-term incentives.

      The Human Resources and Compensation Committee reviews executive base salaries annually using the comparator group and other relevant competitive data as input. The services of independent consultants are used to provide data and analysis.

Executive Compensation — Objectives

      The objectives of the executive compensation strategy are as follows:

	1.    to attract and retain talented and effective individuals to lead those functions that are important to the Corporation’s success;
	2.    to encourage and recognize high levels of performance by linking achievement of specific goals with incentive compensation; and
	3.    to establish a clear linkage between long-term executive compensation and the interests of the Corporation and its shareholders.

Executive Compensation — Structure

      The Corporation’s executive compensation program has four components:

	•   Base salary
	•   Variable compensation
	•   Long-term incentives

	— Stock option grants
	— Unit Performance Plan

	•   Benefits

1.   Base Salary

      The Committee reviews executive base salaries annually using the 50th percentile of the comparator group (see above) and other relevant competitive data as input. The services of independent consultants are used to provide data and analysis. As of the Committee’s latest review, base salaries were generally consistent with this philosophy.

2.   Variable Compensation

      Along with the establishment of competitive salary structures and long-term incentives, one of the objectives of the executive compensation strategy is to encourage and recognize high levels of performance by linking achievement of specific goals with variable compensation.

      The variable compensation opportunity is established and adjusted, as required, to remain competitive with the Corporation’s comparator group of North American mining/ resource companies. Target opportunities range from 35% to 75% of base salary for the executive group. Variable compensation for executive officers is determined on the basis of corporate, regional/ functional, and individual performance. While all three elements are important, corporate performance is considered to be the most critical, and the program is designed to highlight this.

      The relative importance of the three factors varies with the position, to reflect the influence or leverage that the individual executive has on corporate and regional/ functional performance. The weightings are 60%/20%/20%

12

      The awards for corporate, regional/ functional, and individual performance can vary from 0% to 150%. In addition, the individual performance rating is also applied as an overall multiplier and can vary from 0% to 150%.

      Corporate performance measures for 2002 were Return on Net Assets, Increase in Net Asset Value, Cash Flow from Operations, Operating Earnings, Mine Operating Earnings and Production, as well as a number of strategic quantifiable objectives related to increasing reserves, safety, human resources, research and technology and business processes. If Return on Net Assets is negative for the year, the corporate performance factor is reduced to zero for all executive officers.

      For 2002, the awards for the corporate performance measures ranged from 0% to 150% of target.

      The individual performance ratings for the executive group ranged from 100% to 145%.

3.   Long-Term Incentives

          (i)   Stock Option Grants

	Stock option grants provide a mechanism to link long-term compensation to Common Share price performance.
	The expected value provided to the executives under the Standard Stock Option Grant Program is based on a modified Black-Scholes valuation of the option. The expected value targets for executives range from 60% to 200% of salary. These market competitive target levels are adjusted by (i) an individual performance factor ranging from 0% to 150% and (ii) an Adjusted Reserve Profit factor.
	Adjusted Reserve Profit (ARP) is designed to reflect value and is used as a proxy for the net asset value of the gold mining asset.
	The ARP factor applied to the long-term incentive award is assigned based on the percentage change in the three-year average ARP/ Shares Outstanding in any given year. For 2002 the ARP factor applied to the target long-term incentive awards was 0.75.
	The number of outstanding options, the in-the-money value of outstanding options, or the number of Unit Performance Plan units that an executive officer holds is not factored into the determination of whether and how many new option grants are made to executive officers.
	Executive officers participated in the Ownership Incentive Program on the same terms available to all employees, as described earlier in the Circular. The Ownership Incentive Program was discontinued after February 2002.

          (ii)  Unit Performance Plan

	The Unit Performance Plan is designed to align the interests of senior employees with those of the Corporation’s shareholders and to encourage retention.
	Eligible employees can irrevocably elect to participate in the Unit Performance Plan. The participants must agree to defer a minimum of one-third of their earned annual variable compensation, which is converted into notional units with a value based on the average previous January closing price of Common Shares. Each unit credited to a participant from the first one-third of their variable compensation will be matched by the Corporation with one additional unit. Voluntary deferrals above one-third of the earned annual variable compensation can be made but do not receive any company match.
	In consideration of non-competition covenants, the Corporation may allocate an amount, typically equal to one year’s base salary, to be credited to a participant and converted into units at the applicable value for that year (“initial grant”).
	Notional dividends equivalent to the amount of actual dividends paid from time to time on Common shares (“dividend equivalents”) are allocated to units held by participants and are reinvested into further notional units.

13

Units will be redeemed in cash, or be cancelled, in April following the calendar year of cessation of active employment at the unit value determined during the month of January preceding the April redemption date. Units (other than matching units, initial grant units, and dividend equivalents relating thereto) shall be 100% vested and 100% redeemable upon termination of employment. Matching units and initial grant units (and dividend equivalents relating thereto) under the Unit Performance Plan, will be redeemable only if cessation of active employment occurs due to retirement at or after age 60, or death, or termination without cause within two years of a change in control. In all other cases, these other units will not be redeemable and will be cancelled. For these purposes, “retirement at age 60” excludes any situation where severance pay or similar compensation is provided to the participant.

4.   Other Compensation

      Benefits are maintained at a level that is competitive overall, in relation to large Canadian resource companies. These include financial counselling and club memberships.

CEO’s Compensation

      Mr. Taylor, President and CEO of the Corporation, has a current base salary of US$636,821. (Mr. Taylor’s compensation is paid in Canadian dollars. The United States/Canadian dollar rate of exchange used for conversion is 1.5703.) Mr. Taylor is eligible to participate in the Executive Annual Incentive Plan and the 1987 Plan (see “Executive Annual Incentive Plan” and “Stock Options and Stock Appreciation Rights Plans”). The Corporation has established a defined contribution arrangement to provide supplementary retirement benefits to Mr. Taylor. The contributions to this arrangement (which are subject to an annual limit of $150,000) are part of Mr. Taylor’s total variable compensation.

      The overall compensation for the CEO is determined on the basis of a market comparison of North American mining companies, with a check on a peer group of gold producers. The Corporation’s strategy is to target compensation at the 50th percentile of the comparator group, and suitably recognize performance through variable compensation and long-term incentives.

      Corporate performance determines 60% of the CEO’s variable compensation (see “Measures of Corporate Performance for Variable Compensation”). An additional 20% is based on achievement of specific objectives designed to improve all aspects of the business and drive the longer-term success of the Corporation. These objectives are agreed by the Board on an annual basis. The remaining 20% is based on personal contribution as determined by the Human Resources and Compensation Committee. The Committee bases the evaluation of personal contribution on information obtained from a corporate governance process, including an annual review by the CEO of his performance, which he delivers to the Board for its consideration and discussion with him.

      In 2002 the Human Resources and Compensation Committee approved modifications to the Measures of Corporate Performance for Variable Compensation. The variables are as follows.

Measures Of Corporate Performance For Variable Compensation

14

Report Presented By:

	C. L. Michel (Chairman), J. W. Crow, R. M. Franklin, and W. G. Wilson.

Stock Performance Graph

      The following graph compares the total cumulative shareholder return for $100 invested in Common Shares of the Corporation on December 31, 1997 with the cumulative total return of the S&P/TSX Composite Index, the Philadelphia Gold and Silver Index and the S&P 500 Index, respectively.

CUMULATIVE VALUE OF A CDN$100 INVESTMENT ASSUMING REINVESTMENT OF DIVIDENDS

15

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

      As of February 19, 2003, none of the individuals who at any time since January 1, 2002 was a director, executive officer, senior officer or proposed nominee for election as director, and none of their respective associates, is indebted to the Corporation or any of its subsidiaries or has indebtedness to another entity that is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries, other than routine indebtedness.

      The aggregate indebtedness to the Corporation and its subsidiaries as of February 19, 2003 of all current and former directors, officers and employees of the Corporation or any of its subsidiaries, excluding routine indebtedness, was US$1,364,668.

APPOINTMENT OF AUDITORS

      Shareholders will be requested to re-appoint Ernst & Young LLP as auditors of the Corporation, to hold office until the next annual meeting of shareholders.

      Representatives of Ernst & Young LLP are expected to be present at the Meeting, will have an opportunity to be heard on any part of the business of the Meeting that concerns them as auditor, and are expected to be available to respond to appropriate questions relating to their duties as auditor.

Auditors Fees

      For the year ended December 31, 2002, the Corporation paid Ernst & Young LLP and its affiliates US$1,763,000, as detailed below:

(i)	Includes services that are provided by the independent auditor in connection with statutory and regulatory filings, principally for the audit of the annual financial statements contained in the Annual Information Form, Circular and Form 40-F documents.
(ii)	Includes assurance and related services by the independent auditor that are related to the performance of the audit, principally for consultation concerning financial accounting and reporting standards and employee benefit plan audits.
(iii)	Principally relates to legal services in connection with a Canadian tax litigation matter.

     On December 5, 2002, the Audit Committee began a practice of pre-approving audit and non-audit services by the independent auditor. The Committee delegated to its Chairman the authority, to be exercised between regularly scheduled meetings of the Audit Committee, to pre-approve audit and non-audit services by the independent auditor up to a maximum amount of US$250,000 in the aggregate.

1987 STOCK OPTION PLAN AMENDMENT RESOLUTION

      The Corporation’s 1987 Plan continues to be instrumental in providing a market-competitive total compensation package for attracting and retaining executives and eligible managers and linking long-term compensation to Common Share price performance. For particulars of the 1987 Plan see “Stock Options and Stock Appreciation Rights Plans”.

      Currently, the aggregate maximum number of Common Shares that are reserved for issuance under the 1987 Plan is limited to 25,000,000 Common Shares. From 1987 to December 31, 2002, 5,087,099 Common Shares were issued upon the exercise of options thereby reducing the number of Common Shares currently available for issuance to 19,912,901. As at December 31, 2002 options to purchase an aggregate of 14,198,739 Common Shares were outstanding, and accordingly, as at that date only 5,714,162 Common Shares were available for grant of further

16

      Placer Dome manages its stock option program responsibly and is actively reviewing alternatives to stock options for Long Term Incentive purposes. Over the term of the 1987 Plan the Corporation has, on average, granted options on an annual basis equal to less than 1% of the number of Common Shares outstanding. When strong corporate and individual performance targets for 2002 were met, the aggregate annual grant of options made in February 2003 was less than 1% of the number of Common Shares then outstanding. The grants under the 1987 Plan are subject to meaningful corporate and individual performance targets as discussed further in the “Report on Executive Compensation”. Based on past experience, the Corporation does not expect significant numbers of additional options under the 1987 Plan to become available as a result of expiry or cancellation. Accordingly, and in light of the lack of remaining options available for grant and subject to shareholder approval, the Board, on February 19, 2003 approved an increase of 7,000,000 in the number of Common Shares available for issuance under the 1987 Plan.

      In order that the 1987 Plan may continue to fulfil its role as the key element to the Corporation’s long-term compensation strategy, shareholders are being asked to approve and ratify a resolution to increase the aggregate number of Common Shares reserved and authorized for issuance under the 1987 Plan by 7,000,000 to 32,000,000 Common Shares. If approved by the shareholders, the total number of Common Shares reserved under the 1987 Plan, minus options that have been exercised, would represent approximately 6.6% of the total number of the issued and outstanding Common Shares of the Corporation. In order to approve the amendment to the 1987 Plan, a majority of the votes cast at the Meeting must be voted in favour of the resolution. Unless otherwise instructed, the Management nominees named in the enclosed form of proxy will vote for the 1987 Stock Option Plan Amendment Resolution, the text of which is as follows:

      “BE IT RESOLVED that:

	1.	the 1987 Stock Option Plan of the Corporation be amended by deleting the second paragraph of Section 4 thereof and replacing it with the following:

	“The aggregate number of Shares for which Options may be granted shall not exceed thirty-two million (32,000,000) Shares, subject to adjustment under Section 13 below.”

	2.	Any director or officer of the Corporation is hereby authorized, for and on behalf and in the name of the Corporation, to do all such acts and things and to execute (whether under the corporate seal of the Corporation or otherwise) and deliver and file all such agreements, documents and other writings as are necessary or desirable to carry out and give effect to the intent and purpose of this resolution.”

SHAREHOLDER PROPOSALS

      Pursuant to Section 137 of the CBCA, any notice of a shareholder proposal intended to be raised at the 2004 Annual Meeting of Shareholders of the Corporation must be submitted to the Corporation at its registered office, to the attention of the Secretary, on or before November 21, 2003 to be considered for inclusion in the management proxy circular and statement for the 2004 Annual Meeting of Shareholders.

      It is the position of the Corporation that shareholder proposals need be recognized only if made in accordance with the foregoing procedure and the provisions of the CBCA.

ADDITIONAL INFORMATION

      Schedule “B” to the Circular includes Selected Consolidated Financial Information of the Corporation for 2002 and the preceding two years, Management’s Discussion and Analysis of Financial Condition and Results of Operations, the consolidated balance sheets of the Corporation as at December 31, 2002 and 2001, and the consolidated statements of earnings (loss), shareholders’ equity and cash flows for each of the years in the three year period ended December 31, 2002, prepared in accordance with accounting principles generally accepted in Canada.

      Additional information regarding the business of the Corporation is contained in the Corporation’s Annual Information Form (“AIF”). The Corporation’s annual report on Form 40-F includes the Corporation’s AIF. When available, copies of the AIF, interim financial statements for periods subsequent to December 31, 2002 and additional copies of this Circular may be obtained upon request from the Secretary of the Corporation at Suite 1600,

17

      A person requesting the document who is not a shareholder of the Corporation may be required to pay a reasonable charge for these documents.

DATED at Vancouver, British Columbia, Canada

DIRECTORS’ APPROVAL

      The undersigned hereby certifies that the contents and the sending of this Circular to the shareholders of the Corporation have been approved by the Board of Directors of the Corporation.

J. DONALD ROSE

Vancouver, British Columbia, Canada

ALBERTA CERTIFICATE

Date: February 19, 2003

      The foregoing contains no untrue statement of a material fact (as defined in the Securities Act (Alberta), as amended) and does not omit to state a material fact that is required to be stated or that is necessary to make a statement contained herein not misleading in the light of the circumstances in which it was made.

JAY K. TAYLOR President and Chief Executive Officer		REX J. MCLENNAN Executive Vice-President and Chief Financial Officer

18

SCHEDULE “A”

PLACER DOME INC.

      The Corporation’s corporate governance practices are compared with the TSX corporate governance disclosure guidelines, including the proposed amendments published in April 2002 and not yet formally implemented as of December 31, 2002.

A-1

A-2

A-3

A-4

A-5

A-6

SCHEDULE “B”

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The selected financial data in Table I has been derived from the consolidated financial statements of the Corporation which have been prepared in accordance with accounting principles generally accepted in Canada. All amounts are in millions of U.S. dollars except for per share amounts.