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.
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% |
- 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.