Committees of the Board

A significant portion of the Board’s oversight responsibilities is carried out through its three standing committees.

The Board has established three standing committees, all of which have a written mandate.

Our committee mandates set out the composition requirements of each committee. Each committee mandate also provides a description of the role and responsibilities of the Chair of the committee, which include:

  • providing leadership to the committee and presiding over committee meetings;
  • working with the Executive Chairman and/or Corporate Secretary, as appropriate, to establish the frequency and agendas of committee meetings;
  • facilitating the flow of information to and from the committee and fostering an environment in which committee members may ask questions and express their viewpoints;
  • reporting to the Board with respect to the activities of the committee and any recommendations of the committee; and
  • leading the committee in annually reviewing and assessing the adequacy of its mandate and its effectiveness in fulfilling its mandate.

The mandate of each of our committees is available at www.barrick.com/about/governance.

The committee mandates authorize each committee to, in its sole discretion, engage external advisors as necessary at the expense of Barrick. Since our last annual meeting, each committee has reviewed its mandate to ensure it reflects the needs of the Company, best practices, and applicable regulatory requirements. All changes to committee mandates from time to time are approved by the Corporate Governance & Nominating Committee and the Board.

The following chart sets out the members of the committees as of the date of this Circular.

Committee Members
Audit & Risk Committee J. Brett Harvey (Chair), J. Michael Evans, and Andrew J. Quinn
Compensation Committee Christopher L. Coleman (Chair), Gustavo A. Cisneros, Brian L. Greenspun, and J. Brett Harvey
Corporate Governance & Nominating Committee Gustavo A. Cisneros (Chair), Christopher L. Coleman, and Brian L. Greenspun, and Loreto Silva

Committee membership rotates periodically. At least once per year, the Corporate Governance & Nominating Committee reviews the composition of committees and recommends committee members and Chairs to the Board for approval.

Audit & Risk Committee

The Audit & Risk Committee(1)(2) is comprised of J. Brett Harvey (Chair), J. Michael Evans, and Andrew J. Quinn. The Audit & Risk Committee supports the Board in fulfilling its oversight responsibilities regarding the financial reporting process and the quality, transparency, and integrity of the Company’s financial statements and other related public disclosure; the Company’s internal controls over financial reporting; the Company’s compliance with legal and regulatory requirements relevant to the financial statements and financial reporting; the external auditor’s qualifications and independence; the performance of the business assurance function and the external auditor; the Company’s management of enterprise risks as well as the implementation of policies and standards for monitoring and mitigating such risks; and the Company’s financial structure and investment and financial risk management programs generally. For more information on the Audit & Risk Committee, please refer to the section entitled “Audit & Risk Committee” in our Annual Information Form for the year ended December 31, 2019.

Key Activities and Accomplishments for 2019

The activities described below were undertaken by the Audit & Risk Committee in 2019.

Financial Reporting
  • Reviewed and recommended for Board approval the Company’s quarterly and year-end financial statements prepared in accordance with IFRS and related management’s discussion and analysis
  • Reviewed reports from the Company’s Reserves and Resources Committee
  • Reviewed the Company’s disclosure controls and procedures
  • Reviewed the Company’s climate-related disclosure in line with the recommendations of the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures
Oversight of Control Functions
  • Monitored the Company’s internal control framework, the effectiveness of key controls, and the status of related corrective actions
  • Oversaw the Company’s risk management process and major financial risks and financial reporting procedures and processes, including mine closure planning, insurance strategies, information technology integration and cybersecurity measures and recovery plans, all as they relate to internal control over financial reporting
  • Monitored the effectiveness of the Business Assurance function and reviewed and approved the annual internal audit plan
Audit Planning Report and Conduct of Audit
  • Approved the external auditor’s audit planning report and fees and oversaw the conduct of its audit, which included the auditor’s opinion on the effectiveness of the Company’s internal controls over financial reporting
  • Assessed the effectiveness of the auditors
Administered Auditor Services Policy
  • Oversaw the Audit Services Policy, which requires the pre-approval of services performed by our auditor. The Audit Services Policy specifies the scope of services permitted to be performed by the auditor to ensure its independence is not compromised. All services provided by our auditor in 2019 were approved by the Audit Committee pursuant to the Audit Services Policy
Finance Organizational Structure
  • Received regular reports and monitored initiatives to streamline our finance processes and integrate financial reporting from the Barrick and Randgold businesses following the completion of the Merger and from Nevada Gold Mines following the formation of the Nevada joint venture with Newmont Corporation
Compliance and Regulatory Matters
  • Reviewed and recommended for Board approval revisions to our Code of Business Conduct and Ethics, which is the cornerstone of Barrick’s compliance program and was developed following a review of the compliance requirements of the combined company following the Merger
  • Reviewed and recommended for Board approval revisions to our Anti-Corruption Policy to provide additional guidance on how Barrick does business in a transparent, ethical and lawful manner
  • Reviewed regular reports on compliance with our Code of Business Conduct and Ethics, Anti-Fraud Policy, and Anti-Bribery and Anti-Corruption Policy and actions taken to monitor and enforce compliance
  • Monitored correspondence with regulators and legal and regulatory developments relevant to financial reporting having an impact on the Company’s business and operations
  • Reviewed the Company’s report on payments to governments under Canada’s Extractive Sector Transparency Measures Act
  • Reviewed the status of significant litigation
  • Reviewed the Company’s tax accounting process and global tax policies
Enterprise Risk Management
  • Reviewed and assessed reports on the Company’s processes relating to enterprise risk management, including financial, regulatory, strategic, and operational risks
  • Continued an ongoing process to improve the quality of information received by the Committee to facilitate meaningful discussion about risks facing the organization and how they are managed. Reviewed regular reports on the Company’s approach to risk management following the Merger including through the development of a new Group risk register which reflects key risks at the enterprise and regional levels. Particular attention was paid to gaining an improved understanding of enterprise-level risks such as geopolitical risks, operational risks, tax risks, capital project execution risks, joint venture risks, and risks associated with Barrick’s digital environment, including cybersecurity
  • Evaluated significant risk mitigation programs such as Barrick’s anti-corruption program, tailings storage facility stewardship program, insurance program, and the Company’s cyber strategy and approach to managing cybersecurity risks
Liquidity Management
  • Reviewed and assessed reports on the Company’s financial plan to ensure its adequacy and soundness in relation to its operational and capital plans
  • Reviewed the Company’s liability management and dividend strategy including the increases in our quarterly dividend during 2019 from four cents per share for the first quarter of 2019, to five cents per share for the third quarter of 2019, and to seven cents per share for the fourth quarter of 2019
Strategic Transaction Risk
  • Reviewed and assessed reports on ongoing integration planning and related risks in connection with the Merger, Nevada Gold Mines, and the acquisition of all of the shares of Acacia Mining plc that Barrick did not already own. In each case, particular attention was paid to the integration of organizational structures and operations including the integration of the companies’ financial planning and reporting, risk management, business assurance, human resources, and other key business functions
Financial Risk Management
  • Provided oversight of the Company’s significant financial risk management strategies

Notes to Committee Membership:

  1. All members of the Committee are financially literate and at least one member has accounting or related financial management expertise. Members of the Audit & Risk Committee may not serve on more than two other public company audit committees without Board approval. No member of the Audit & Risk Committee currently serves on the audit committee of more than three publicly-traded companies, including Barrick.
  2. The Board has determined that Messrs. Harvey and Evans are each an “audit committee financial expert” as defined by the SEC rules. The rules adopted by the SEC indicate that the designation of such individuals as audit committee financial experts will not deem them to be “experts” for any purpose or impose any duties, obligations, or liability on them that are greater than those imposed on other members of the Audit & Risk Committee and Board who do not carry this designation.

Compensation Committee

The Compensation Committee is comprised of Christopher L. Coleman (Chair), Gustavo A. Cisneros, Brian L. Greenspun, and J. Brett Harvey. The Compensation Committee supports the Board in monitoring, reviewing, and approving compensation policies and practices and administering share compensation plans. It designs and drives the core components of Barrick’s compensation programs and practices. As the steward of our pay-for-performance philosophy, the Compensation Committee also establishes performance metrics that drive the creation of long-term shareholder value. For further detail about the role and responsibilities of the Compensation Committee, see “2019 Compensation of Named Executive Officers – Compensation Governance and Oversight – Barrick’s Compensation Governance Process – Role of the Compensation Committee”.

Key Activities and Accomplishments for 2019

The activities described below were undertaken by the Compensation Committee in 2019.

Shareholder Engagement
  • Considered shareholder feedback on the approach to compensation for our Named Partners and Executive Chairman
Executive Chairman Compensation
  • Recommended approval of a new performance and compensation framework for the Executive Chairman
Reviewed Executive Compensation Philosophy  
  • Undertook a comprehensive review of the executive compensation philosophy and programs to ensure they continue to align with our strategic goals and the interests of our shareholders
2019 Global Peer Group
  • Reviewed and approved changes to the Global Peer Group, the peer group Barrick uses for compensation benchmarking, including the addition of four mining peers and six broader extractive peers to better reflect Barrick’s size, scope of operations, and geographic footprint
Approved Executive Compensation
  • Reviewed the President and Chief Executive Officer’s recommendations and recommended approval of API opportunities and payouts for the Partners who comprised our Executive Committee
  • Evaluated 2019 performance and recommended approval of PGSU awards for our Executive Committee
  • After considering the Corporate Governance & Nominating Committee’s performance evaluation of the Executive Chairman (which was completed in consultation with the Lead Director) and the Executive Chairman’s performance evaluation of the President and Chief Executive Officer, determined and recommended to the independent directors the 2019 compensation of the Executive Chairman and the President and Chief Executive Officer for approval
  • Approved the 2019 Report on Director Compensation and Equity Ownership and Compensation Discussion & Analysis
Approved Changes to Directors’ Compensation
  • Reviewed and recommended to the Board for approval a change to the compensation structure for non-executive directors, including an increase to the annual retainer and Committee chair fees, and the introduction of Committee membership fees commensurate with the reconstitution of the Board and the reallocation of committee responsibilities following the Merger
Barrick’s Performance Granted Share Unit Plan 
  • Reviewed and approved changes to the PGSU Plan to accelerate share ownership
Executive Share Ownership Guidelines
  • Reviewed the industry-leading share ownership guidelines for our Partners, which reinforce our distinctive ownership culture
Governance
  • Appointed Willis Towers Watson as independent compensation consultant to the Compensation Committee
  • Reviewed the results of a comprehensive compensation risk assessment completed by Willis Towers Watson, which confirmed that Barrick’s executive compensation plans and programs do not encourage unnecessary and excessive risk-taking and do not create significant risks that are reasonably likely to have a material adverse effect on Barrick
  • Evaluated Barrick’s executive compensation program against best practices and the policies of proxy advisory firms

Corporate Governance & Nominating Committee

The Corporate Governance & Nominating Committee is comprised of Gustavo A. Cisneros (Chair), Christopher L. Coleman, Brian L. Greenspun, and Loreto Silva. The Corporate Governance & Nominating Committee supports the Board in establishing the Company’s corporate governance policies and practices, identifying individuals qualified to become directors, reviewing the composition of the Board and its committees, and overseeing the Company’s environmental, safety and health, corporate social responsibility, and human rights programs, policies and performance. The Committee monitors developments and emerging best practices as well as the overall effectiveness of Barrick’s corporate governance practices. In addition, the Committee is responsible for overseeing the orientation and continuing education program for directors, and conducting an annual performance evaluation of the Executive Chairman in consultation with the Lead Director.

Key Activities and Accomplishments for 2019

The activities described below were undertaken by the Corporate Governance & Nominating Committee in 2019.

Board Renewal
  • Led director recruitment activities resulting in, after an extensive process, the appointment of Ms. Loreto Silva as a new independent director with knowledge of large-scale infrastructure projects and legal and government affairs
  • In furtherance of Barrick’s stated objectives of ongoing Board renewal and improving Board diversity, actively pursuing the appointment of a second female director, who is expected to be an African with the appropriate experience to bring an independent view as well as an understanding of doing business in Africa to the Board
  • Together with the Lead Director, the Committee Chair led the annual director evaluation process for 2019 and reviewed the full results with the Committee and key findings with the Board in early 2020
  • Reviewed the Company’s progress toward achieving the objectives of the Diversity Policy
Governance and Compliance
  • Conducted, in consultation with the Lead Director, the 2019 performance evaluation of the Executive Chairman
  • In conjunction with the Compensation Committee, oversaw the implementation of our shareholder engagement strategy that included governance-focused meetings among the Lead Director, the Chair of the Compensation Committee and significant shareholders in the fall of 2019; a three-day analyst visit to the newly formed Nevada Gold Mines in the fall of 2019; and live quarterly results presentations in Toronto, Canada and London, United Kingdom by the President and Chief Executive Officer and other members of the senior leadership team
  • Received regular updates on shareholder engagement activities and considered the implications of shareholder feedback on Barrick’s governance practices and initiatives
  • Received a detailed briefing on joint venture governance, including on management oversight, policy implementation, compliance on corporate responsibility matters, and reporting
Oversight of Sustainability Matters
  • Received detailed reports from the President and Chief Executive Officer on the Company’s health and safety, environmental and corporate social responsibility performance. Each quarter the Committee received, for each region and mine site, a report including detailed health and safety analyses and statistics, information on reportable environmental incidents and environmental permitting matters including water and waste management and greenhouse gas emissions, updates on the Company’s tailings facilities management and closure management strategies, an overview of community engagement initiatives and human rights matters, and a summary of key matters discussed with the Group Sustainability Executive, regional Chief Operating Officers and other executives at the E&S Committee meetings chaired by the President and Chief Executive Officer
  • Monitored the management of significant matters affecting our license to operate, including environmental, workplace and social issues and the integration of Barrick and Randgold operations following the Merger
  • Reviewed updated sustainability policies developed following the Merger to reflect the Company’s sustainability vision, including the Sustainable Development Policy, Occupational Health and Safety Policy, Environmental Policy, Human Rights Policy, Biodiversity Policy and Conflict-Free Gold Policy
  • Reviewed the 2018 Sustainability Report for the combined company following the Merger

 

Meeting Attendance

We expect directors to make every reasonable effort to attend all meetings of the Board and committees of which they are members and the annual meeting of shareholders. Directors may participate by teleconference if they cannot attend in person. Subject to extenuating circumstances, directors are expected to attend a minimum of 75% of all Board and committee meetings. All directors attended 100% of the meetings and satisfied this requirement in 2019. The table below summarizes the number of Board and committee meetings attended by our director nominees from January 1, 2019 to December 31, 2019. The directors’ attendance records are also included in the director profiles under “Directors”.

Meeting Attendance of Director Nominees

Committee Meetings
Director Board Meetings Audit & Risk Compensation Corporate Governance & Nominating Total Board and Committee Meetings to December 31, 2019
M. Bristow 6/6
100%		 – – – 6 of 6
100%
G.A. Cisneros 6/6
100%		 – 6/6
100%		 4/4
100%		 16 of 16
100%
C.L. Coleman 6/6
100%		 – 6/6
100%		 4/4
100%		 16 of 16
100%
J.M. Evans 6/6
100%		 4/4
100%		 – – 10 of 10
100%
B.L. Greenspun 6/6
100%		 – 6/6
100%		 4/4
100%		 16 of 16
100%
J.B. Harvey 6/6
100%		 4/4
100%		 6/6
100%		 16 of 16
100%
A.J. Quinn 6/6
100%		 4/4
100%		 – 10 of 10
100%
L. Silva(1) 2/2
100%		 – – 2 of 2
100%
J.L. Thornton 6/6
100%		 – – 6 of 6
100%
  1. Ms. Silva became a member of the Board of Directors on August 9, 2019 and became a member of the Corporate Governance & Nominating Committee on February 11, 2020.