Key Terms
After-Tax Shares
Barrick Shares that are purchased on the open market with after-tax compensation proceeds
API
Annual Performance Incentive
API Scorecards
Annual Performance Incentive Scorecards
Articles
The Notice of Articles and the Articles of Continuation of Barrick
Audit Services Policy
Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services
Barrick Shares
Common shares of Barrick
Board of Directors or Board
Board of Directors of Barrick
Change in Control Plan
Partner Change in Control Severance Plan
Circular
This 2020 Information Circular
Clawback Policy
Amended and Restated Incentive Compensation Recoupment Policy
Code
Code of Business Conduct and Ethics
DSUs
Deferred Share Units
E&S Committee
Environmental, Social and Health and Safety Oversight Committee
Executive Committee
Executives of Barrick other than the Executive Chairman, including the President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; Chief Operating Officer, North America; Chief Operating Officer, Latin America and Asia Pacific; Chief Operating Officer, Africa and Middle East; and others as may be appointed from time to time
Global Peer Group
Agnico Eagle Mines Limited, Anglo American plc, AngloGold Ashanti Ltd., Antofagasta plc, BHP Group, First Quantum Minerals Ltd., Freeport McMoran Inc., Kinross Gold Corporation, Newcrest Mining Limited, Newmont Corporation, Rio Tinto Ltd., South32 Limited, Teck Resources Limited, Wheaton Precious Metals Corp., Anadarko Petroleum Corporation, Apache Corporation, Canadian Natural Resources Ltd., Hess Corporation, Marathon Oil Corporation, and Suncor Energy Ltd.
LTI
Long-Term Incentives
Meeting
2020 Annual Meeting, to be held on May 5, 2020
Merger
The acquisition by Barrick of Randgold on January 1, 2019
Named Partners
President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; and Chief Operating Officer, Latin America and Asia Pacific
Nevada Gold Mines
Nevada Gold Mines LLC, Barrick’s joint venture with Newmont that combined their respective mining operations, assets, reserves, and talent in Nevada, USA
NYSE
New York Stock Exchange
Partnership Plan
Provides partners (including the Named Partners) with eligibility for the API Program, the PGSU Plan, and the Change in Control Plan
PGSUs
Performance Granted Share Units
Randgold
Randgold Resources Limited
ROCE
Return on Capital Employed
ROIC
Return on Invested Capital
RSUs
Restricted Share Units
SEC
U.S. Securities and Exchange Commission
Senior Gold Peers
Agnico Eagle Mines Limited, Newcrest Mining Limited, and Newmont Corporation
Tier One Gold Asset
A mine with a stated life in excess of 10 years, annual production of at least 500,000 ounces of gold and total cash costs per ounce over the mine life that are in the lower half of the industry cost curve(1)
Tier Two Gold Asset
A mine with a stated life in excess of 10 years, annual production of at least 250,000 ounces of gold and total cash costs per ounce over the mine life that are in the lower half of the industry cost curve(1)
Strategic Asset
An asset which, in the opinion of Barrick, has the potential to deliver significant unrealized value in the future
TSR
Total Shareholder Return
TSX
Toronto Stock Exchange
- “Total cash cost” is a non-GAAP financial performance measure with no standardized definition under the International Financial Reporting Standards (IFRS) and therefore may not be comparable to similar measures presented by other issuers. Barrick believes that total cash cost is a useful indicator for investors and management of a mining company’s performance as it provides an indication of a company’s profitability and efficiency, the trends in cash costs as the company’s operations mature, and a benchmark of performance to allow for comparison against other companies.
Non-GAAP Financial Performance Measures
Certain financial performance measures in this Circular – namely Adjusted EBIT, Adjusted EBITDA, Adjusted Net Earnings, Free Cash Flow, and Total Cash Costs – are not prescribed by IFRS. These non-GAAP financial measures are included because management uses the information to analyze business performance and financial strength. These non-GAAP financial performance measures are intended to provide additional information only and do not have any standardized definition under IFRS and may not be comparable to similar measures presented by other companies. These non-GAAP financial measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For further details regarding non-GAAP financial performance measures, see “Other Information – Use of Non-GAAP Financial Performance Measures”.
Forward-Looking Information
This Circular contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking information can be identified by the use of words such as “aim”, “aspire”, “strive”, “will”, “expect”, “intend”, “plan”, “believe”, or similar expressions, as they relate to the Company. In particular, this Circular contains forward-looking information pertaining to the belief of management that the Company’s ability to (i) optimize and add to its portfolio, with a focus on Tier One Gold Assets (ii) divest non-core assets, (iii) execute its 2020 plans through the delivery of all production and growth projects and a focus on operational excellence; and (iv) execute on its plans for sustainable profitability (see “Executive Summary – Compensation Discussion & Analysis Highlights – Our 2020 Strategic Priorities”) will further Barrick’s aim to be the world’s most valued gold mining business (see “Compensation Discussion & Analysis”). These statements are based on the reasonable assumptions, estimates, analysis, and opinions of management made in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors that management considers to be relevant and reasonable at the date that such statements are made. Forward-looking information involves known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, performance, or achievements of the Company, as applicable, to be materially different from those anticipated, estimated, or intended. Forward-looking information contained herein is made as of the date of this Circular, and, other than as required by securities law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events, or results or otherwise unless so required by applicable securities laws.