Board and Corporate Governance Highlights

  The Board recommends a vote FOR all the director nominees.

We strive to be the world’s most valued gold mining business by finding, developing and owning the best assets, with the best people, to deliver sustainable returns for our owners and partners. Putting this into practice requires us to be accountable to all of our stakeholders and to be thoughtful about the impact of our practices, policies, and investments. Strong corporate governance practices are therefore fundamental to all aspects of our operations – ensuring we perform with integrity, respect, and excellence in all that we do. Below is a summary of our corporate governance highlights.

Our Shareholder-Friendly Corporate Governance Practices

  • Independent Lead Director
  • Fully Independent Committees
  • Majority Voting Policy
  • Annual Board Evaluation Process
  • Board Orientation Program
  • Diversity Policy
  • Shareholder Engagement Policy
  • Board Interlocks Guidelines
  • Share Ownership Policy (Directors, Officers, Partners)
  • Clawback Policy
  • Annual Advisory Vote on Executive Compensation
  • Updated Code of Business Conduct and Ethics

Key Highlights

A Highly Engaged Board

Rigorous Risk Oversight

Sustainability Focus

A Highly Engaged Board

Our Board believes that overseeing and monitoring strategy is a continuous process and therefore takes a multi-layered approach in exercising its duties. Below is a summary of the key initiatives undertaken by our directors to remain highly engaged, inside and outside of the boardroom:

Strategy review:

The 2019 assessment of strategic opportunities resulted in, among other things, the formation of Nevada Gold Mines, the consolidation of our Tanzanian assets following the acquisition of all of the shares of Acacia Mining plc that we did not already own, and the divestiture of non-core assets which has collectively generated sales proceeds of approximately $1.2 billion.

Mine site visits:
  • Nevada Gold Mines by the Board following formation of the joint venture
  • Quarterly site visits by the President and Chief Executive Officer prior to each Board meeting
Continuing education sessions in 2019:
  • Tailings Storage Facilities
  • Nevada Gold Mines – Life of Mine Planning & Synergies
  • Mineral Resource Management

Rigorous Risk Oversight

Inherent in our Board’s responsibilities is an understanding and oversight of the various risks facing the Company. Board does not consider risks in isolation. Risks are considered in every business decision. We focused on advancing our risk oversight approach in two areas during 2019:

Enterprise risks:

The Board received regular updates on operational, financial, geopolitical, environmental, and social risks, including tailings facilities management, capital project execution, cybersecurity, and climate change-related risks.

Strategic risks:

The Board undertook a comprehensive review of strategic opportunities to enhance shareholder value. The Audit & Risk Committee also received detailed briefings on risks pertaining to Nevada Gold Mines.

Sustainability Focus

Our Board has given an even higher priority to sustainability following the Merger. Below is a summary of the key initiatives undertaken by our directors to hardwire sustainability into our governance structures:

Board oversight:

Corporate social responsibility matters are overseen by the Corporate Governance & Nominating Committee.

Management oversight:

Chaired by the President and Chief Executive Officer, the Environmental, Social and Health and Safety Oversight Committee (E&S Committee) was established to monitor, review, and update sustainability policies and practices throughout the organization.

Appointed a Sustainability Executive to help deliver our environmental and social goals:

The Group Sustainability Executive provides dedicated executive oversight of health, safety, community relations, and environmental matters to further our sustainability vision.

Compensation linked to sustainability metrics:

Sustainability is a core component of our business and all employees, including our Named Partners, are held to account for achieving our company-wide targets. Safety performance is assessed annually through the API scorecards. The Company’s sustainability performance is assessed more broadly through the Company Long-Term Incentive Scorecard.

 

We continuously assess and enhance our corporate governance practices each year. See “Our Commitment to Corporate Governance” and Schedule A of this Circular for more details on our corporate governance practices.

Our commitment to ongoing shareholder engagement.

Barrick’s business is about partnerships – with our people, governments, communities, suppliers, shareholders, and others. This means balancing our own interests and priorities with those of others, helping both Barrick and our partners by working together. It also means embracing a shared sense of responsibility to work constructively on matters of mutual interest and concern. We therefore engage with our shareholders year-round and we do so by identifying and prioritizing engagement based on issues they care about most. Our Board of Directors carefully considers the wide range of views and feedback exchanged during shareholder engagement meetings.

In the fall of 2019, our Lead Director and the Chair of the Compensation Committee participated in discussions with a number of our largest investors representing over 43% of the issued and outstanding Barrick Shares to directly solicit feedback on the Board’s role in overseeing Barrick’s sustainability strategy, the Board’s composition, and executive compensation matters, including the approach to compensation for the Executive Chairman. Below is a summary of the key governance-related feedback themes from our shareholders and the approach we took to evolve our corporate governance and executive compensation practices.

Key Shareholder Feedback Themes in 2019 Our Response
Ensure the approach to compensation for the Executive Chairman appropriately reflects Barrick’s return to a more traditional management structure with a Chief Executive Officer
  • Following Barrick’s annual meeting in 2019, the Compensation Committee simplified the compensation framework for the Executive Chairman and introduced a long-term incentive (LTI) cap equal to 175% of salary to materially reduce the Executive Chairman’s total compensation opportunity.
  • LTI awards are now earned based on relative Total Shareholder Return (TSR) performance above the median of peers to ensure closer alignment with the shareholder experience.
  • Consistent with Barrick’s ownership culture, a majority of the Executive Chairman’s incentive compensation is at risk, the majority of which is delivered in Barrick Shares that cannot be sold until the later of (a) three years from the date of purchase and (b) the date the Executive Chairman retires or leaves the Company.
Continued Board diversity and renewal
  • Following the unfortunate and untimely passing of Ms. María Ignacia Benítez prior to Barrick’s annual meeting in 2019, Barrick committed to – and promptly did – identify another highly qualified female director to serve on its Board. In August 2019, following a rigorous search and selection process overseen by our Corporate Governance & Nominating Committee, Barrick appointed Ms. Loreto Silva, the former Chilean Minister of Public Works, to the Board. Ms. Silva brings to the Board significant knowledge of large-scale infrastructure projects and wide ranging expertise in legal and government affairs with a specific focus on South America.
  • We are well-advanced in our search for a second highly qualified female candidate who is expected to be an African with the appropriate experience to bring to the Board an independent view as well as an understanding of doing business in Africa.

Additional transparency on environmental, social, and governance (ESG) matters

  • We published our Sustainability Report, which was prepared in accordance with the Global Reporting Initiative Standards: Core option, to provide additional insight into the management of significant matters affecting our license to operate, including environmental, workplace, and social issues. In 2019, we also published the results of our tailings dam audit, completed CDP (formerly the Carbon Disclosure Project) climate change and water questionnaires for the combined company following the Merger, and continued to provide investor-friendly climate data in-line with the reporting recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).
  • We increased Board and management engagement on ESG matters.
  • We emphasized our commitment to sustainability by increasing the performance weighting of the Reputation and License to Operate category of our 2020 Company Long-Term Incentive Scorecard from 15% to 25%.

The previous say on pay advisory vote held in 2019 was supported with the approval of 92.1% of our shareholders. We will continue to consider the feedback that we receive from our shareholders and the outcome of our future say on pay advisory votes when evaluating our approach to corporate governance and making compensation decisions for our Executive Chairman and Named Partners.

How to Contact Us

Our Board

Provide feedback to our Board by writing to our Executive Chairman

Attention: Executive Chairman
Barrick Gold Corporation
TD Canada Trust Tower
Brookfield Place
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Ontario M5J 2S1
Email: executivechairman@barrick.com
cc:        corporatesecretary@barrick.com

Our Independent Directors

Communicate with our independent directors by writing to our Lead Director

Attention: Lead Director
Barrick Gold Corporation
TD Canada Trust Tower
Brookfield Place
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Ontario M5J 2S1
Email: leaddirector@barrick.com
cc:        corporatesecretary@barrick.com

Investor Relations

Contact our Investor Relations Department to communicate with management any time

Attention: Investor Relations
Barrick Gold Corporation
TD Canada Trust Tower
Brookfield Place
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Ontario M5J 2S1
Phone: (416) 307-7474
Email: investor@barrick.com

 

For more details on how to contact us, see our Shareholder Engagement Policy on our website at www.barrick.com/about/governance or “Communications and Shareholder Engagement” in Schedule A of this Circular.

We have a balance of experience and expertise among our director nominees.

Our Corporate Governance & Nominating Committee has identified the experience and expertise that are necessary to support Barrick in delivering consistent and growing returns to our fellow owners. Having the best technical talent in the industry, building long-term partnerships with stakeholders, obtaining community support, negotiating taxation and other benefit sharing arrangements, obtaining necessary permits, and protecting communities and the environment are all critical to the success of our business. This requires continuous engagement with a diverse group of stakeholders at the local, national, and international levels.

We therefore believe our Board nominees must strike the right balance between those who have expertise in mining operations and strong financial acumen, with the skills and experience necessary to ensure our business can secure and maintain our license to operate and manage risks appropriately. Following the Merger, our Board nominees were drawn from Barrick and Randgold so that the new Board possessed these key skills and experience, and also has the expertise and institutional knowledge necessary to ensure a seamless integration of the Randgold operations into Barrick. Consistent with our commitment to increasing the Board’s diversity, we have been working to add two highly qualified female candidates to our Board. Ms. Loreto Silva was appointed to the Board in August 2019 and we are well-advanced in our search for a second highly qualified female candidate, 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.

Our slate of nine directors for election at the Meeting was carefully constructed to ensure that our Board represents key business geographies and diversity of background, including gender. Over time, as Barrick makes further changes to its Board, it will look to increase the Board’s diversity with a particular emphasis on adding additional women. For more details on the director search and selection process, see “Corporate Governance – Board Composition and Nomination of Directors” in Schedule A of this Circular, and for more details on our Diversity Policy, see “Diversity Initiatives” in Schedule A of this Circular. For more details on our director nominees, see “Director Nominees” or “Directors”.

 

Streamlined Board to enhance dialogue and promote accountability with three reconstituted committees: Audit & Risk Committee, Compensation Committee, and Corporate Governance & Nominating Committee

Experienced with expertise in areas relevant to Barrick’s strategy

Asset Quality
  • $ Capital allocation & Financial Acumen
  • briefcase icon M&A Execution
Operational Excellence
  • mining tools icon Mining Operations
  • tree icon Health, Safety & Environmental
  • organizational chart icon Talent Developoment and Allocation & Partnership Culture
  • magnifying glass icon Risk Management
Sustainable Profitability
  • globe icon International Business Experience and Global Partnerships
  • government building icon Government and Regulatory Affairs & Community Relations

Independent and diverse board

  • 78% Independent Board with Lead Director
  • Each committee is comprised entirely of independent directors
  • Diverse backgrounds, including those relevant to Barrick’s global operations
  • Average Age: 64 years
  • Average Tenure: 6 years

Newer (less than 5 years): 45%; Medium-Tenured (5-9 years): 33%; Experienced (10+ years): 22%

  • Ms. Loreto Silva was appointed to the Board in August 2019 following a rigorous search and selection process
  • We are well-advanced in our search for a second highly qualified female candidate who is expected to be an African with the appropriate experience to bring to the Board an independent view as well as an understanding of doing business in Africa
  • Over time, as Barrick makes further changes to its Board, it will look to increase the Board’s diversity with a particular emphasis on adding additional women