Randy V.J. Smallwood Age: 56 Director Since: May 6, 2011 (9 years)	Non-Independent (6)   Residence: British Columbia, Canada Principal Occupation: President and Chief Executive Officer of the Company
	Wheaton Committees	Areas of Expertise (1)
	•  None	•  Managing or leading growth •  International •  CEO/President •  Operations •  Industry Expertise	•  Compensation •  Investment banking/M&A •  Financial literacy •  Health/Safety/Environmental/ Sustainability •  Governance/Board
Mr. Smallwood holds a geological engineering degree from the University of British Columbia and a mine engineering diploma from the British Columbia Institute of Technology. Mr. Smallwood was involved in the founding of Wheaton and in 2007, he joined Wheaton full time as Executive Vice President of Corporate Development, primarily focusing on growing the Company through the evaluation and acquisition of silver stream opportunities. In January 2010 he was appointed President, and in April 2011 he was appointed Wheaton’s Chief Executive Officer. Mr. Smallwood originally started as an exploration geologist with Wheaton River Minerals Ltd., and in 2001 was promoted to Director of Project Development, his role through its 2005 merger with Goldcorp. Mr. Smallwood was an instrumental part of the team that built Wheaton River / Goldcorp into one of the largest, and more importantly, one of the most profitable gold companies in the world, and he is now focused on continuing to add to the impressive growth profile of Wheaton. Mr. Smallwood formerly served on the boards of Defiance Silver Corp. (formerly ValOro Resources Inc. and Geologix Explorations Inc.) from 2005 to 2019, Ventana Gold from 2008 to 2011, Castle Peak Resources from 2010 to 2012, and Tigray Resources Inc. from 2011 to 2014. Mr. Smallwood is also a board member of Special Olympics BC and Mining4Life, is co-chairman of MineralsEd BC, and previously served on the board of the BC Cancer Foundation. In 2015, Mr. Smallwood received the British Columbia Institute of Technology Distinguished Alumni Award. On September 3, 2020, Mr. Smallwood was appointed as the chair of the World Gold Council.
Public Directorships   •  None		Public Committee Appointments   •  None
2020 Voting Results   •  Votes For: 300,854,391 (98.19%) •  Votes Withheld: 5,539,612 (1.81%)		2020 Board and Committee Meetings Attended (2)(3)   •  Board: 9 out of 9 (100%)
2020 Continuing Education
•   NACD, Directors Daily (daily news briefings and updates for corporate directors, 2020) (Daily) •   Presentation to the Board by Grant Williams of Real Vision, February 2020		•   MacKay CEO Forums (throughout the year)

Director Qualifications and Experience

On an annual basis, the Governance and Sustainability Committee considers the strategies of the Company to identify what skills, experiences and expertise are required of the Board in exercising its oversight responsibilities. Listed below is a summary of those areas of expertise.

The Governance and Sustainability Committee then compares those areas of expertise to the areas of expertise of the current members of the Board, and uses this assessment in considering the composition of the Board and identifying what skills the Company should be recruiting for when making changes or additions to the Board. See “Nomination of Directors” on page 34 for further discussion regarding the process through which nominees are identified.

The biographies above summarize the qualifications and experience of each of the members of the Board that led the Governance and Sustainability Committee to conclude that such member is qualified to serve on the Board. The lack of a specifically identified area of expertise does not mean that the Nominee does not possess that qualification or skill. Rather, a specifically identified area of expertise indicates that the Board currently relies upon that Nominee for that expertise.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company, no proposed director of the Company is, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Company) that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, other than as set out below.

To the knowledge of the Company, no proposed director of the Company is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the knowledge of the Company, no director of the Company has, within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

To the knowledge of the Company, no proposed director of the Company has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for a proposed director.

Corporate Governance Practices

National Policy 58-201 Corporate Governance Guidelines and National Instrument 58-101 Disclosure of Corporate Governance Practices (the “Governance Disclosure Rule”) were adopted by the securities regulatory authorities in Canada and deal with matters such as the constitution and independence of corporate boards, their functions, the effectiveness and education of board members and other items dealing with sound corporate governance practices. The Governance Disclosure Rule requires that, if management of an issuer solicits proxies from its security holders for the purpose of electing directors, specified disclosure of its corporate governance practices must be included in its management information circular. The Company is subject to the Governance Disclosure Rule which can be accessed at https://www.bcsc.bc.ca/securities-law/law-and-policy/instruments-and-policies/5-ongoing-requirements-for-issuers-insiders.

The Company and the Board recognize the importance of corporate governance to the effective management of the Company and to the protection of its employees and shareholders. The Company’s approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Company are effectively managed so as to enhance shareholder value. The Board fulfills its mandate directly and through its committees at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Company’s affairs and in light of opportunities or risks which the Company faces. The directors are kept informed of the Company’s operations at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise.

The Company’s corporate governance practices have been and continue to be in compliance with applicable Canadian and United States requirements, including the Governance Disclosure Rule. The Company’s corporate governance practices are summarized in this Circular and full copies the Company’s corporate governance policies can be accessed on the Company’s website at http://www.wheatonpm.com/company/corporate-governance/default.aspx. The Company continues to monitor developments in Canada, the United States and the UK with a view to further revising its governance policies and practices, as appropriate and applicable.

The NYSE rules require the Company to disclose any significant ways in which its corporate governance practices differ from those followed by United States domestic issuers under the NYSE listing standards. The Company believes that there are no significant differences between its corporate governance practices and those required to be followed by United States domestic issuers under the NYSE listing standards. This confirmation is also located on the Wheaton website at http://www.wheatonpm.com/company/corporate-governance/default.aspx.

Our Year in Review

See “2020 Corporate Governance At A Glance” on page [v] of this management information circular for a summary of Wheaton’s corporate governance practices in 2020.

The following is a full description of the Company’s corporate governance practices which has been prepared by the Governance and Sustainability Committee of the Board and has been approved by the Board.

Board of Directors

Independence of the Board

The independence of the directors under the Governance Disclosure Rule is determined in accordance with National Instrument 52-110 Audit Committees, which provides that a director is independent if he or she has no direct or indirect material relationship with the Company and its subsidiaries. A “material relationship” is defined to mean any relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. The Company also determines the independence of its directors in accordance with the NYSE’s corporate governance standards (the “NYSE Governance Rules”) under which no director qualifies as independent unless the board of directors affirmatively determines that the director has no material relationship with the Company.

On an annual basis, the Board considers whether each director is independent in accordance with these requirements. Based on this review, eight out of the ten directors are independent. The Company’s determination on independence of directors is set out in the Nominee biographies starting on page 15.

In accordance with the NYSE Governance Rules, the Board also considers all factors relevant to determining whether a director has a relationship with the Company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member (the “NYSE Enhanced Independence Rules”). The Board has confirmed that all members of the Human Resources Committee meet the NYSE Enhanced Independence Rules.

Board Chair

The Board has appointed Mr. Holtby, an independent member of the Board, as its Chair. The Chair’s primary responsibilities include chairing all Board meetings and managing the affairs of the Board and shareholders, including ensuring that the Board is organized properly, functions effectively and meets its obligations and responsibilities. The Chair also acts as the primary spokesperson for the Board, ensuring that management is aware of concerns of the Board, shareholders, other stakeholders and the public and, in addition, ensuring that management strategies, plans and performance are appropriately represented to the Board. The Terms of Reference for the Board Chair sets out the full description of the responsibilities of the Chair of the Board and is available at www.wheatonpm.com.

Meetings of the Board and Committees of the Board

The Board meets a minimum of four times per year, every quarter. Each committee of the Board meets at least once each year or more frequently as deemed necessary by the applicable committee. The frequency of the meetings and the nature of the meeting agendas are dependent upon the nature of the business and affairs which the Company faces from time to time. The Nominee biographies starting on page 15 provide details regarding director attendance at Board and committee meetings held during the financial year ended December 31, 2020.

Independent Directors’ Meetings

During 2020, the independent directors held an in-camera session at each Board meeting during which session non-independent directors and members of management did not attend. The Board may also excuse members of management and conflicted directors from all or a portion of any meeting where a conflict or potential conflict of interest arises or where otherwise appropriate.

The Chair of the Board facilitates and chairs discussions among the Company’s independent directors and facilitates communication between the independent directors and Company’s management. The Chair considers any comments or requests made by an independent director or during an in-camera session of the independent directors and determines the most appropriate action or response, which may include a request for additional information or action by the Chief Executive Officer or other members of the Company’s management, the seeking of independent legal or other advice, or any other action that the Chair of the Board deems appropriate or advisable under the circumstances to address the comment or request raised.

Other Public Company Directorships/Committee Appointments

The Nominee biographies starting on page 15 provide details regarding directorships and committee appointments held by the Company’s directors in other public companies. The Board has determined that the simultaneous service of some of its directors on other audit committees does not impair the ability of such directors to effectively serve on the Company’s Audit Committee, having regard to their qualifications, attendance and contribution as members of the Company’s Audit Committee.

Board Tenure and Renewal

The Company has not adopted term limits for directors serving on the Board. The Company and Board have considered term limits and believe that:

The Company believes these positions are supported by both academic literature and Board performance.

While the Company has not adopted term limits, the Company recognizes and welcomes fresh perspectives from newer Board members. In addition, the Board conducts reviews of its directors as set out under “Board Assessments” on page 37.

Interlocking Directorships

The Board has adopted a policy that no two Company directors shall sit together on two or more public company corporate boards without the approval of the Board. As of December 31, 2020, no director of the Company serves on the board of any other public company with any other director of the Company.

Board Mandate

The duties and responsibilities of the Board are to supervise the management of the business and affairs of the Company, and to act with a view towards the best interests of the Company. In discharging its mandate, the Board is responsible for the oversight and review of the development of, among other things, the following matters:

The Board also has the mandate to assess the effectiveness of the Board as a whole, its committees and the contribution of individual directors. The Board discharges its responsibilities directly and through its committees, currently consisting of the Audit Committee, the Human Resources Committee and the Governance and Sustainability Committee. In addition, in fulfilling its mandate the Board, among other things:

A copy of the terms of reference for the Board, setting out its mandate, responsibilities and the duties of its members is attached as Schedule “A” to this management information circular.

Diversity, Representation of Women and Board Gender Target

The Governance and Sustainability Committee is committed to fostering a diverse environment where individual differences are respected and diversity is promoted and valued. The Company believes that employing and engaging a diverse workforce enhances the Company’s effectiveness by leveraging access to a wide array of experiences, skills, talents and knowledge. The Company recognizes the benefits from creating and maintaining a diverse and inclusive culture within our workforce, including exposure to different perspectives. Therefore, while opportunities will be primarily based on performance, skill and merit, due consideration will be given to diversity in all aspects of employment and engagement by an employee, officer or director with the Company, including selection, recruitment, hiring, promotion, compensation, termination, training and development. For clarity, “diversity” means any element or quality that can be used to differentiate groups and people from one another, including differences based on race, colour, religion, gender and gender identity, sexual orientation, family or marital status, political belief, age, national or ethnic origin, citizenship or physical or mental disability and any other protected ground. The Company will be looking to support diversity additionally through surveys on diversity and inclusion at Wheaton together with incorporating diversity awareness training.

Currently our Board includes two women, which represents 20% of the Company’s current total Board members. The Board has one member who identifies as a member of a visible minority, one member who identifies as having a disability or accessibility need and no members that identify as aboriginal or First Nations; the Company does consider these aspects as well as other aspects of diversity in its Board recruitment and selection process as noted above.

In order to promote and foster Board gender diversity, in 2021 the Board adopted a target to have at least 30% of Board members be women by the end of 2024 (the “Target”). Leading up to the end of 2024, it is anticipated that there will be fluctuations in the relative percentages of women and men on the Board as new directors join to fill vacancies resulting from retiring directors.

In order to support the Board in meeting the Target, until the Target is achieved, the Board has implemented practices that:

There are currently no executive officers of the Company or of its subsidiaries that are women; 20% of the Vice Presidents of the Company and 44% of all employees of the Company and its subsidiaries are women. Approximately 25% of Wheaton’s employees identify as a member of a visible minority and approximately 5% identify as having a physical or mental disability. Wheaton does not currently have any employees that identify as aboriginal or First Nations.

The Company has not adopted a written policy in respect of the identification and nomination of women for executive officer appointments, nor established targets regarding the representation of women in executive officer positions. The Company continues to favour recruitment and promotion based on abilities and contributions in accordance with the diversity policy.

The Governance and Sustainability Committee is required to annually update and recommend to the Board for approval a long-term plan for Board composition which takes into consideration, among other matters, the diversity of the Board. A similar approach will be taken by management and the Board with respect to recruitment of executive officers.

Environment, Sustainability and Corporate Social Responsibility

The Board has adopted an Environmental and Sustainability policy which sets out Wheaton’s commitment to sustainable development. Discussions and further information concerning Wheaton’s commitment to the protection of life, health, and the environment for present and future generations can be found in the Company’s annual information form for the year ended December 31, 2020 and on the Company’s website at at www.wheatonpm.com/responsibility.

Wheaton has also adopted a community investment program under which a portion of Wheaton’s net income is donated to charitable organizations and initiatives that help improve and strengthen communities both locally and internationally. Wheaton’s community investment program has two components: the partner corporate social responsibility program, which has an international focus and the local corporate social responsibility program, which supports organizations in the communities where our offices are located.

In April 2020, Wheaton launched a US$5 million Community Support and Response Fund in order to support the global efforts to combat the COVID-19 pandemic and its impacts on communities. Wheaton will partner with both charitable organizations and its mining partners to support employees and host communities throughout the COVID-19 pandemic. Eighty percent of the fund will be targeted to the communities that are directly influenced by the mines on which we have precious metals streaming agreements and the remainder will be allocated to local programs in Vancouver and Grand Cayman where Wheaton’s offices are located. The fund will be designed to meet the immediate needs of the community and provide relief in the following areas of support: Community Healthcare, Food Security and Social Economic Impacts.

Details concerning Wheaton’s corporate social responsibility programs can be found in the Company’s annual information form for the year ended December 31, 2020 and on the Company’s website at www.wheatonpm.com/responsibility.

Risk Management

Under the Board Guidelines, the Board is required to ensure management identifies the principal risks of the Company’s business and implements appropriate systems to manage these risks.

Management and the Board have worked together to develop rigorous identification, management, reporting and mitigation strategies for key risks that the Company faces in the operation of its business. Management has identified risks and assigned ratings to those risks to assess each risk’s impact, likelihood of occurring and effectiveness of current processes to mitigate the risks.

The key factors that drive the Company’s risk profile are set out in the Company’s annual information form for the year ended December 31, 2020. Changes in these factors can increase or decrease the Company’s risk profile. The Board receives quarterly reports to review the Company’s progress in managing these risks and identify any emerging risks. In addition, the following committees are engaged in risk management oversight at the Company:

Information Systems and Cyber Security Risk Management – Additional details on information systems and cyber security risk management are located in the Company’s annual information form.

Compensation Risk Management – Additional details on compensation risk management are located on page 71.

Position Descriptions

Written position descriptions have been developed by the Board for the Chair of the Board and the Chief Executive Officer of the Company and may be accessed on the Company’s website at www.wheatonpm.com.

The Company does not maintain a separate written description of the roles of the Chairs of each of the committees of the Board. Instead, the Company has developed terms of reference for each of the committees of the Board (available at www.wheatonpm.com). The Chair of each committee is responsible for ensuring that the applicable committee fulfils its responsibilities and duties under its governing terms of reference.

Orientation and Continuing Education

The Governance and Sustainability Committee, in conjunction with the Chair of the Board and the Chief Executive Officer of the Company, is responsible for ensuring that new directors are provided with an orientation and education program which will include written information about the duties and obligations of directors, the business and operations of the Company, documents from recent Board meetings, and opportunities for meetings and discussion with senior management and other directors. The Company does not have a formal orientation process in place for its new directors and instead has adopted a tailored approach depending on the particular needs and focus of the director being appointed.

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. To facilitate ongoing education of the Company’s directors, the Governance and Sustainability Committee will: (a) periodically canvass the directors to determine their training and education needs and interests; (b) arrange ongoing visitation by directors to the Company’s facilities and operations; (c) arrange the funding for the attendance of directors at seminars or conferences of interest and relevance to their position as a director of the Company; and (d) encourage and facilitate presentations by outside experts to the Board or committees on matters of particular import or emerging significance.

The Nominees biographies starting on page 15 provide details regarding various continuing education events held for the Company’s directors during the financial year ended December 31, 2020.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (the “Code”) for its directors, officers and employees. The Governance and Sustainability Committee has the responsibility for monitoring compliance with the Code by ensuring all directors, officers and employees receive and become thoroughly familiar with the Code and acknowledge their support and understanding of the Code. Any non-compliance with the Code is to be reported to the Company’s Chief Compliance Officer or other appropriate person. In addition, the Board conducts regular audits to test compliance with the Code, including an annual certification by each of the employees of the Company that they are in compliance with the Code. The Company also engages an independent reporting agency to provide a confidential and anonymous reporting system for breaches of the Code, as more fully described in the next section entitled “Whistleblower Policy”. A copy of the Code may be accessed on the Company’s website at www.wheatonpm.com.

The Board takes steps to ensure that directors, officers and employees exercise independent judgment in considering transactions and agreements in respect of which a director, officer or employee of the Company has a material interest, which include ensuring that directors, officers and employees are thoroughly familiar with the Code and, in particular, the rules concerning reporting conflicts of interest and obtaining direction from the Company’s Chief Compliance Officer regarding any potential conflicts of interest. In addition, in accordance with the Company’s charter documents and the Act, if a director is a director or officer of, or has a material interest in, any person who is a party to a transaction or proposed transaction with the Company, that director may not attend any part of the meeting of the directors during which the transaction is discussed and may not vote on any resolution with respect to the transaction, unless the transaction relates primarily to his or her remuneration as a director of the Company, is for indemnity or insurance or is one with an affiliate of the Company.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to directors, officers and employees to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary action for violations of ethical business conduct. To date, the Company has not been required to file a material change report relating to a departure from the Code.

The Code has been aligned with the United Nations Global Compact by outlining our commitment to human rights, fair practice and freedom of association, collective bargaining and our support for the abolition of forced labour and child labour, as well as other provisions. During 2020, the Code was updated to align with changes to the Company’s Disclosure Policy and in early 2021, the Code was further updated to reflect commitments on diversity and the Board’s adoption of the Target.

A copy of the Code has been filed under the Company’s profile on SEDAR and on EDGAR. Additional details on our Code are available at www.wheatonpm.com and in our annual information form.

Whistleblower Policy

The Company has adopted a Whistleblower Policy which allows its directors, officers and employees who feel that a violation of the Code has occurred, or who have concerns regarding financial statement disclosure issues, accounting, internal accounting controls or auditing matters, to report such violation or concerns on a confidential and anonymous basis. Such reporting can be made by e-mail or telephone through EthicsPoint, an incident reporting tool maintained through an independent third party, Navex Global, used by the Company for this purpose. Once received, complaints are forwarded to the Chair of the Audit Committee and the Senior Vice President, Legal. The Chair of the Audit Committee and the Senior Vice President, Legal then investigate each matter so reported and the Company determines what corrective and disciplinary actions, if any, will be taken. There is also a quarterly and annual report prepared by the agency that provides aggregated information that is shared with the Board on a quarterly and annual basis.

Nomination of Directors

The Governance and Sustainability Committee, which is composed entirely of independent directors, is responsible for identifying and recruiting new candidates for nomination to the Board. The process by which the Board anticipates that it will identify new candidates is through recommendations of the Governance and Sustainability Committee whose responsibility it is to 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: (a) the independence of each director; (b) the competencies and skills the Board, as a whole, should possess; (c) 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; (d) retirement dates; (e) the diversity of the Board, including the Target; and (f) the strategic direction of the Company.

The Governance and Sustainability Committee maintains an assessment of the areas of expertise of the members of the Board. Please see “Director Qualifications and Experience” on page 25 for further discussion regarding the purpose of the assessment and each individual director’s particular areas of expertise.

Any search for nominees to the Board will specifically include diverse candidates generally. In order to promote and foster Board gender diversity, in 2021 the Board adopted the Target. In order to support the Board in meeting the Target, until the Target is achieved, the Board has implemented practices that require any search for nominees to the Board to specifically include diverse candidates generally, and women candidates in particular, and any search firm engaged for such purpose to be directed to do so, with the Board endeavoring to have at least 50% qualified women candidates in any presented list of potential candidates.

The Governance and Sustainability Committee believes that nominations for election or re-election to the Board should also be based on a particular candidate’s merits, skills and the Company’s needs after taking into account the current composition of the Board. Please see “Diversity and Representation of Women” on page 30 for further discussion regarding consideration given to the Target and diversity in the identification, nominations and appointments to the Board. The Governance and Sustainability Committee does not maintain a formal list of potential candidates. Instead, in the event of any search for a nominee to fill a vacancy on the Board, the Governance and Sustainability Committee would solicit the names of potential candidates from directors, management, shareholders, advisors and other external sources, and evaluate any potential candidates on the basis of their ability to alleviate any gaps identified through the areas of expertise assessment; their independence, their competencies, skills, backgrounds and experiences, their integrity, professionalism and values, their character and personality, their ability to contribute to the long-term strategy and success of the Company, the diversity of the Board generally, including the Target, the long term plan for Board composition and the needs of the Board, any past experiences of directors or management with the potential candidate, their expected contribution to achieving an overall Board that can function as a high performance team with sound judgment and proven leadership, whether or not they can devote sufficient time and resources to their other duties as a Board member and any other factors as may be considered appropriate at the time.

Majority Voting for Election of Directors

The Board has adopted a policy regarding majority voting for the election of directors. The policy is described under “Election of Directors” on page 14.

Compensation

The Human Resources Committee’s responsibilities include reviewing and making recommendations to the directors regarding any equity or other compensation plan and regarding the total compensation package of the Chief Executive Officer and considering and approving the recommendations of the Chief Executive Officer regarding the total compensation packages for the other officers of the Company. The process by which appropriate compensation is determined is through periodic and annual reports from the Human Resources Committee on the Company’s overall compensation and benefits philosophies. The Human Resources Committee is composed entirely of independent directors. See “Role of the Human Resources Committee” on page 47 for further details regarding the Human Resources Committee.

Advisors to the Human Resources Committee

During the financial year ended December 31, 2020, the Human Resources Committee retained Mercer (Canada) Limited (“Mercer”) to provide assistance to the Human Resources Committee in determining compensation for the Company’s directors. Mercer was originally retained in 2012 by Wheaton. See “Role of the Compensation Consultant” on page 50 for further details regarding the engagement of Mercer by the Human Resources Committee.

Committees of the Board

The Board has the following three standing committees, the members of which are set out under the Director Biographies on page 15:

All of the committees are independent of management and report directly to the Board. From time to time, when appropriate, ad hoc committees of the Board may be appointed by the Board.

Audit Committee

The purposes of the Audit Committee are to assist the Board’s oversight of:

In fulfilling its mandate the Audit Committee, among other things:

Further information regarding the Audit Committee is contained in the Company’s annual information form for the year ended December 31, 2020 under the heading “Audit Committee”. A copy of the Audit Committee terms of reference is available at www.wheatonpm.com.

Human Resources Committee

The purposes of the Human Resources Committee are to make recommendations to the Board relating to the compensation of the Company’s Chief Executive Officer and review compensation of the members of senior management of the Company. See “Role of the Human Resources Committee” on page 47 for further information. A copy of the Human Resources Committee terms of reference is available at www.wheatonpm.com.

Governance and Sustainability Committee

The purposes of the Governance and Sustainability Committee are to:

In fulfilling its mandate, the Governance and Sustainability Committee, among other things:

The Governance and Sustainability Committee’s responsibilities include periodically reviewing the charters of the Board and the committees of the Board; assisting the Chair of the Board in carrying out his responsibilities; considering and, if thought fit, approving requests from directors for the engagement of independent counsel in appropriate circumstances; preparing and recommending to the Board a set of corporate governance guidelines, a Code of Business Conduct and Ethics and annually a “Statement of Corporate Governance Practices” to be included in the Company’s management information circular; annually reviewing the Board’s relationship with management to ensure the Board is able to, and in fact does, function independently of management; assisting the Board by identifying individuals qualified to become Board members and members of Board committees; leading the Board in its annual review of the Board’s performance; assisting the Board in monitoring compliance by the Company with legal and regulatory requirements; monitoring and providing guidance in respect of developments in relevant policies, regulations and trends with respect to Sustainability Matters; and making recommendations to management and the Board with respect to policy and strategic initiatives and actions arising with respect to Sustainability Matters.

A copy of the Governance and Sustainability Committee terms of reference is available at www.wheatonpm.com.

Related Party Transactions

A “related party transaction” means a transaction between the Company, or its affiliates, on the one hand, and a related party of the Company, or its affiliates, as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), on the other hand, but does not include any transaction in respect of compensation related matters as compensation matters are already addressed by the Human Resources Committee in the case of executive officers and employees, and the Governance and Sustainability Committee in the case of directors. Transactions between the Company and its own subsidiaries are not, for this purpose, considered to be related party transactions.

The Board does not believe it requires a standing committee to address related party transactions, however, in the event that the Company was proposed to be involved in a related party transaction that was not exempt under MI 61-101, the Board anticipates that it would proceed as follows:

During the year ended December 31, 2020, the Company was not involved in any related party transactions.

Board Assessments

The Board is committed to regular assessments of the effectiveness of the Board, the committees of the Board and individual directors. The Governance and Sustainability Committee annually reviews and makes recommendations to the Board regarding evaluations of the Board, the committees of the Board and individual directors.

The process for individual director peer evaluations includes a formal one-on-one session between each director and the Chair of the Board to seek candid feedback regarding each other director of the Board, the Board performance and any concerns or issues the director has. These sessions are typically held in February of each year. A summary of the findings is presented by the Chair of the Board to the Board in March of each year.

The process for Board and Committee evaluations includes a written questionnaire that is circulated to each member of the Board. In addition to specific questions for which a rating is assigned by each director, directors are solicited for any comments with respect to Board and Committee composition, effectiveness, performance and conduct of meetings, as well as Company strategy, operations and organization. Results are aggregated and a written report prepared summarizing the results. The written report is circulated to the Chair of the Board and to the Governance and Sustainability Committee, and presented to and discussed with the Board in March of each year.

The foregoing process was undertaken during February and March 2021, with the results of the 2021 written review and the one-on-one sessions presented at a Board meeting held on March 11, 2021.

Director Share Ownership Requirements

Each non-executive director of the Company is required to hold Common Shares having a value equal to at least three times the amount of the annual retainer paid to such director, including the value of any Restricted Share Rights (as defined herein) (see “Restricted Share Plan” on page 87 for further details and definitions regarding the Restricted Share Rights), granted to such director in respect of the year in which the calculation is determined (or in respect of the prior year if no grant has yet been made to such director in respect of such year), but excluding any additional retainer paid to a director in his or her capacity as the Chair of the Board or Chair of any Committee of the Board. This share ownership requirement must be attained within five years of becoming a director of the Company.

The following table provides information regarding the share ownership, actual and required, for each non-executive director as of December 31, 2020. Stock options are not granted to the Company’s non-executive directors.

Director Compensation

The Governance and Sustainability Committee makes recommendations to the Board relating to the compensation of Board members and the Board meets annually to review the adequacy and form of directors’ compensation. For the financial year ended December 31, 2020, each non-executive director of the Company received: (i) an annual retainer fee of C$100,000, (ii) meeting fees of C$1,500 for each Board or committee of the Board meeting attended in person or by teleconference, and (iii) travel fees of C$1,500 for travel required to attend a Board or committee meeting held at a location where the director does not reside. The Chair of the Audit Committee (currently, Mr. Brough) received an additional C$30,000 per year. The Chair of the Human Resources Committee (currently, Mr. Gillin) received an additional C$30,000 per year. The Chair of the Governance and Sustainability Committee (currently, Mr. Brack) received an additional C$15,000 per year. The Chair of the Board (currently, Mr. Holtby) received an additional C$90,000 per year. In the event that any director of the Company only serves as such for part of a year, they receive such compensation pro rata.

Grants of Restricted Share Rights to the non-executive directors have been used since 2005 as equity-based compensation in lieu of stock options which were discontinued for non-executive directors in 2005. See “Restricted Share Plan” on page 87 for further details and definitions regarding Restricted Share Rights. For the year ended December 31,2020, the Board granted Restricted Share Rights to non-executive directors to acquire that number of Common Shares of the Company that would equate to a value of C$135,000 and Restricted Share Rights to the Chair of the Board to acquire that number of Common Shares of the Company that would equate to a value of C$220,000.

For the financial year ended December 31, 2021, the Board has approved adjusting its annual compensation as follows: (i) the annual retainer fee for Board members will be increased to C$110,000 (ii) the additional annual retainer fee for the Chair of the Board will be increased to C$100,000, and (iii) the Board granted Restricted Share Rights to non-executive directors to acquire Common Shares of the Company will be increased to equate to a value of C$140,000 for Board members and C$230,000 for the Chair of the Board.

Director Compensation Summary

The following table provides information regarding compensation paid to the Company’s non-executive directors during the financial year ended December 31, 2020.

The table below provides a further break down of the “Fees Earned” column from the previous table for the financial year ended December 31, 2020.

Incentive Plan Awards

The following table provides information regarding the incentive plan awards for each non-executive director outstanding as of December 31, 2020.

The following table provides information regarding the value vested or earned of incentive plan awards for each non-executive director for the financial year ended December 31, 2020.

Retirement Policy for Directors

The Company does not have a retirement age policy for its directors.

Directors’ and Officers’ Liability Insurance

The Company has purchased for the benefit of the Company, its subsidiaries and their directors and officers, insurance against liability incurred by the directors or officers in their capacity as directors or officers of the Company or its subsidiaries. The following are particulars of such insurance for the financial year ended December 31, 2020:

Our Year in Review - 2020

See “2020 Compensation At A Glance” on page [iv] of this management information circular for a summary of Wheaton’s compensation practices and results in 2020.

Introduction

This Compensation Discussion and Analysis section provides full details on the objectives of Wheaton’s compensation program, Wheaton’s compensation philosophy, the role and responsibility of the Human Resources Committee in connection with compensation matters, selection of the Company’s comparator group for determining compensation, discusses how compensation is determined for executives and describes each element of executive pay.

Objectives of Compensation Program

The objectives of the Company’s compensation program are to attract, hold and inspire performance by members of senior management in a manner that will enhance the sustainable profitability and growth of the Company.

Overview of the Compensation Philosophy

The following principles guide the Company’s overall compensation philosophy:

Opportunity for Shareholder Feedback

The Board believes that it is important to have regular and constructive engagement with its shareholders to discuss those aspects of the Company’s executive compensation that are of importance to shareholders and to allow and encourage shareholders to express their views on executive compensation matters to the Board outside of the annual meeting. Shareholders are invited to express their views to the Board or the Human Resources Committee by contacting the Board or committee in the manner described under the heading “Shareholder Engagement & Contacting the Board of Directors” on page 92.

The Board has also adopted a policy providing for an annual advisory vote on executive compensation, known as “Say on Pay”, in order to give the Company’s shareholders a formal opportunity to provide their views on the executive compensation program of the Company. At the 2020 Annual and Special Meeting of Shareholders, 75% of the votes cast were in favour of the resolution accepting the Company’s approach to executive compensation. As a result of the votes received at the 2020 Annual and Special Meeting, the Company has reviewed its compensation practices and adjusted, in particular, its term and vesting periods for its stock options and Restricted Share Rights. See “Elements of Executive Compensation” on page 51 and “Special Matters – Say on Pay Advisory Vote” on page 91 for further details.

Role of the Human Resources Committee

The Human Resources Committee, comprised of independent directors, is established by the Board to assist in fulfilling the Board’s responsibilities relating to human resources and compensation matters and to establish a plan of continuity for senior management. The Human Resources Committee ensures that the Company has an executive compensation plan that is both motivational and competitive so that it will attract, hold and inspire performance by senior management in a manner that will enhance the sustainable profitability and growth of the Company.

The Human Resources Committee reviews on an annual basis the overall compensation package for each executive officer. It submits to the Boards of Wheaton and Wheaton Precious Metals International Ltd. (“Wheaton International”) recommendations with respect to the base salary, annual bonus and long-term incentive award for each executive officer, as applicable. During 2020, the Human Resources Committee received various reports from Mercer reviewing Wheaton’s past and current compensation levels for executives, in comparison to a peer group of companies selected by the Human Resources Committee, and practices in the current market. See “The Comparator Groups” on page 55 for details on the peer group.

The Human Resources Committee makes recommendations to the Board annually after reviewing the matters discussed in Mercer’s reports, discussing various factors with management, comparing compensation to the 2019 Comparator Group and the 2020 Comparator Group (both as defined below), and receiving recommendations from the Chief Executive Officer in March 2020 with respect to 2020 base salaries and 2020 long-term incentive awards for executive officers, and in March 2021 with respect to 2020 annual performance-based cash incentives. In making its recommendations, the Human Resources Committee was satisfied that all recommendations complied with the Human Resources Committee’s philosophy and guidelines.

In accordance with Terms of Reference for the Human Resources Committee, the Human Resources Committee is authorized to:

The Human Resources Committee did not identify any conflict of interest issues that could reasonably be expected to interfere with the independence of its compensation consultant for the year ended December 31, 2020. A copy of the Human Resources Committee terms of reference is available at www.wheatonpm.com.

The members of the Human Resources Committee, their independence (as such term is defined in National Instrument 52-110 Audit Committees and the NYSE Enhanced Independence Rules) and their experience relevant to their responsibilities in executive compensation are as follows:

The Human Resources Committee requires members who possess the ability to exercise independent judgment and reasoning, are able to apply analytical and logical thinking, have knowledge of the competitive marketplace for executives, and have experience with the objectives and purposes of compensation programs. All of these skills have been obtained through the combined business experiences of the members of the Human Resources Committee, including experiences with financial matters, human resources and management of public companies. The skills and experiences of the individual members of the Human Resources Committee together with input and advice from Mercer, enable the Human Resources Committee to make the decisions on the suitability of the Company’s compensation program.

Named Executive Officers

For the remainder of this management information circular, the following individuals included in the “Summary Compensation Table” on page 77 are referred to as the “Named Executive Officers” or “NEOs”:

Role of the Chief Executive Officer

The Chief Executive Officer completes a review of the Named Executive Officers’ performance in accordance with the evaluation criteria listed below in the “Annual Performance Based Cash Incentives” section. Based on the foregoing evaluation, as well as a subjective assessment, the Chief Executive Officer makes a recommendation to the Human Resources Committee on base salaries, cash bonuses and long-term incentive plan awards for each Named Executive Officer, which is taken into consideration by the Human Resources Committee in completing its review and ultimate recommendations to the Board.

Role of the Compensation Consultant

Mercer’s mandate with the Human Resources Committee includes providing advice on the competitiveness and appropriateness of compensation programs for the Named Executive Officers and members of the Board, as required. This mandate may include advice with respect to base salaries, retainers and fees, short and long-term incentives, pensions, benefits, perquisites, employment agreements and change of control provisions.

The Human Resources Committee will agree annually and on an as-needed basis, with input from management and Mercer, on the specific work to be undertaken by the consultant for the Human Resources Committee and the fees associated with such work. Mercer reports directly to the Chair of the Human Resources Committee. Neither the Board nor the Human Resources Committee formal pre-approval is required in order for the Company or its affiliates to obtain services other than compensation services from Mercer or its affiliates. The Human Resources Committee reviews the engagement of Mercer annually to ensure that all reasonable steps are taken to minimize any potential conflicts of interest.

In conducting the review for each of 2019 and 2020, the Human Resources Committee recognized that the fees paid to Mercer and its affiliates for insurance-related matters exceeded the fees paid to Mercer for executive compensation-related matters. Mercer’s affiliates include Marsh Canada, part of Marsh & McLennan world-wide professional services group, which provides insurance and insurance related services to the Company. The Human Resources Committee was satisfied that Mercer’s advice was objective and free from any conflict that could reasonably be expected to interfere with the independence of Mercer. The Human Resources Committee considered the following factors in making this determination: (i) the percentage of fees Mercer and its affiliates received from the Company was minimal compared to Mercer’s and its affiliates total revenues, and a significant percentage of the fees are passed through Mercer to the carriers of underlying insurance policies; (ii) Mercer and Marsh Canada have internal policies and procedures around potential conflicts of interest and tied-selling, do not compensate employees based on client revenue received by affiliates and conduct annual reviews directed to preserving the objectivity of their advice; and (iii) there were no known business or personal relationships between the Company (and its directors and officers) and Mercer (and Mercer’s and its affiliates’ directors and officers).

During 2020 and the first quarter of 2021, Mercer was engaged by the Human Resources Committee to conduct a compensation review of the Named Executive Officers and present its findings based on a comparison of compensation levels of a peer group of companies. Although Mercer provides advice to the Human Resources Committee, the decisions of the Human Resources Committee may reflect factors and considerations other than the information and recommendations provided by Mercer.

Fees billed by Mercer and its affiliates in respect of services in 2019 and 2020 are detailed below:

Elements of Executive Compensation

It is the compensation philosophy of the Company to provide a market-based blend of base salaries, bonuses and long-term equity incentives in the form of stock options, Restricted Share Rights (see “Restricted Share Plan” on page 87 for further details and definitions regarding Restricted Share Rights) and Performance Share Units (see “Performance Share Unit Plan” on page 86 for further details and definitions regarding Performance Share Units). The Company believes that the bonus and long-term incentive components of compensation serve to further align the interests of management with the interests of the Company’s shareholders.

Beginning in 2017, the Human Resources Committee recommended that Restricted Share Rights be awarded to all employees, including Named Executive Officers, as part of the long-term incentive plan awards.

In order to further increase alignment of the interests of management with the interests of the Company’s shareholders, the Board has approved changes so that (i) grants of stock options made after December 31, 2020 will have a seven-year term with a vesting schedule of 1/3 on each of the first, second and third anniversary of grant, and (ii) grants of Restricted Share Rights made after December 31, 2020 will have restricted periods that expire as to 1/3 on each of the first, second and third anniversary of the date of grant.

Wheaton has included certain non-IFRS performance measures in this management information circular. Please see “Non-IFRS Measures” in Schedule “B” to this management information circular.