UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2020

Commission File Number: 1-9059

 

 

Barrick Gold Corporation

(Registrant’s name)

 

 

Brookfield Place, TD Canada Trust Tower, Suite 3700

161 Bay Street, P.O. Box 212

Toronto, Ontario M5J 2S1 Canada

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☐            Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


INCORPORATION BY REFERENCE

Barrick’s information circular on Form 6-K is incorporated by reference into Barrick’s Registration Statements on Form F-3 (File No. 333-206417), Form S-8 (File No. 333-224560) and Form F-10 (File No. 333-230235).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: April 3, 2020     BARRICK GOLD CORPORATION
    By:  

/s/ Dana Stringer

    Name:   Dana Stringer
    Title:   Vice President, Corporate Secretary and Associate General Counsel


EXHIBIT INDEX

 

Exhibit

  

Description

99.1    Barrick Gold Corporation’s Notice of Annual Meeting of Shareholders and Information Circular dated March 27, 2020
EX-99.1
Table of Contents

Exhibit 99.1

LOGO

Notice of Annual Meeting of Shareholders May 7, 2019 Toronto, Ontario Barrick Gold Corporation Information Circular


Table of Contents

Inside this Circular

 

Letter from the Executive Chairman

     II  

Letter from the Lead Director

     IV  

Notice of 2020 Annual Meeting

     1  

Key Terms

     2  

Meeting and Voting Information

     4  

Business of the Meeting

     11  

Barrick’s Financial Statements

     11  

Electing Directors

     11  

Appointing the Auditor

     11  

Say on Pay Advisory Vote

     12  

Other Business

     12  

Executive Summary

     13  

Our Commitment to Corporate Governance

     24  

Directors

     29  

Committees of the Board

     35  

Report on Director Compensation and Equity Ownership

     40  

Compensation Discussion & Analysis

     45  

2019 Compensation of Named Executive Officers

     46  

2019 Compensation of our Named Partners

     46  

2019 Compensation of the Executive Chairman

     61  

Compensation Governance and Oversight

     66  

Summary Compensation Table

     76  

Incentive Plan Award Tables

     79  

Other Information

     91  

Equity Compensation Plan Information

     91  

Directors’ and Officers’ Indemnification

     94  

Use of Non-GAAP Financial Performance Measures

     94  

SCHEDULE A: Corporate Governance Disclosure

     97  

SCHEDULE B: Mandate of the Board of Directors

     115  

SCHEDULE  C: Key Characteristics of the New Performance Granted Share Unit (PGSU) Awards

     117  

SCHEDULE  D: Key Characteristics of the Legacy Performance Granted Share Unit (PGSU) Awards

     120  

SCHEDULE E: Key Characteristics of the Restricted Share Unit (RSU) Awards

     122  

SCHEDULE  F: Key Characteristics of the Randgold Legacy Restricted Share Scheme (RSS) Awards

     123  

SCHEDULE  G: Key Characteristics of the Randgold Legacy Long-Term Incentive Plan (LTIP) Awards

     124  

 

Barrick Gold Corporation  |  2020 Circular      I  


Table of Contents

    

 

LOGO

 

   
     

 

March 27, 2020

   
   

 

Letter from

 

the Executive

 

Chairman

 

 

 

Dear Fellow Shareholders,

 

When I wrote to you last year, it was about the transformational merger with Randgold Resources and about the targets we had set for ourselves in pursuit of Barrick’s new goal of becoming the world’s most valued gold company by owning the best assets, managed by the best people, to produce the industry’s best results.

 

At that time, none of us could have foreseen the recent outbreak of the COVID-19 pandemic, a global disaster which is changing the way we live and work in a radically disruptive process with currently no clear end in sight. Barrick is fully engaged in managing the impact of COVID-19 on our business and our people, and emergency response measures have been rolled out at all our sites and operations. Our new leadership’s experience in managing pandemics and major crises, combined with Barrick’s financial muscle and its long-established culture of caring for the welfare of its employees and communities, have placed us in a strong position to contend with this challenge.

 

Turning now to the year under review, I am very pleased to report that under the leadership of Mark Bristow, who was appointed as President and Chief Executive Officer of the merged company, the new Barrick has made enormous progress in delivering on that promise in a year of intense activity. This achievement is directly attributable to a strengthened management team with clear strategic objectives, a fit for purpose structure, a renewed commitment to partnership, and strictly defined investment criteria.

 

Following the merger, this team moved quickly to conceive and consummate three additional value-creating transactions. In the first, Barrick and Newmont merged their Nevada assets in a new company, Nevada Gold Mines, which is majority-owned and operated by Barrick. This business is already more than living up to our expectations.

 

Then, Barrick acquired full control of Acacia Mining plc, integrated its mines into our operations, resolved its legacy issues with the Tanzanian government, and established Twiga Minerals Corporation, a joint venture with the government, to manage our assets in that country and cement our partnership. Thirdly, in line with our strategy of selling non-core assets, we sold our non-operated stake in Kalgoorlie Consolidated Gold Mines and banked $750 million at the end of November and sold our interest in the Massawa project in early March of this year for proceeds of up to $430 million. This strategic process is continuing.

 

Internally, the new corporate executive team is supported by a slimmed-down but agile and highly competent technical, financial, commercial, communication and administration staff, and is exercising full oversight of our business and operations.

 

Our global business was refocused into three geographical regions – North America, Latin America and Asia Pacific, and Africa and Middle East – where senior executive teams were installed in line with our policy of moving people and skills out of the corporate office and into the operations, and giving ownership of the orebodies and the mining and business plans back to the mines. We have made sure that each site has the geological, operational, and technical abilities to meet its business objectives and introduced a system of parallel work streams that are integrated both laterally and vertically for optimum efficiency. At the same time, we are upgrading and combining the digital and information systems throughout the Group to provide managers with real-time data for decision-making and planning.

 

 
LOGO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
   
     

 

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Table of Contents

 

   

 

 

The impact of these measures is evident in the results for 2019, which delivered gold production at the top of the guidance range and copper above its range; adjusted net earnings per share rose by 46%; debt net of cash was nearly halved to $2.2 billion; and the year ended with another increase in the quarterly dividend.

 

Barrick’s focus on operational excellence is matched by our commitment to protecting the health and safety of our people, recognizing our host countries and communities around our mines as stakeholders, as well as responsible mining and proactive management of our impact on the environment. There were no fatalities or major environmental events across the Group in 2019 but these are areas in which there is no room for complacency, and our sights are set on a zero harm workplace target. We believe in transparently measuring and reporting our sustainability performance to the market and our stakeholders. As part of this, we have developed a sustainability scorecard to rate our ESG performance regularly against key performance indicators aligned with priority areas set out in Barrick’s strategy. This includes safety, social and economic development, human rights, environment, and governance.

 

At the heart of our partnership culture is our distinctive belief that our people must be owners who share responsibility for the Company’s long-term success. Share ownership at Barrick is broad and deep and is critical to who we are and how we work.

 

While much remains to be done to deliver on all the goals we have set, Barrick has moved a long way towards building a modern gold mining business capable of sustainably producing around five million ounces per year and delivering value for all our stakeholders.

 

Our journey ahead is rich in value-creating opportunities, particularly in Nevada and Latin America, while Africa remains a place to find world-class deposits to add to our portfolio of Tier One mines. We are also looking at expanding our copper base, given that copper co-exists with and complements gold. We are strongly placed to take full advantage of these prospects under the leadership of Mark Bristow, who in 2019 clearly demonstrated that he is the right man to take Barrick to the next level.

 

I take this opportunity to thank my fellow directors on the Board of Barrick as well as the members of the International Advisory Board for their hard work and wise counsel throughout what has been a year of going back to the future for Barrick.

 

In conclusion, I have the pleasure of inviting you to our Annual Meeting of Shareholders on May 5, 2020. In keeping with our commitment to the health and safety of our shareholders, employees and the broader community, this year in response to the global COVID-19 pandemic we will be convening and conducting a virtual meeting. We will be monitoring conditions and we intend to make a physical meeting location available if circumstances allow. Having held hybrid meetings for the last several years, Barrick is well-positioned to leverage our prior experience using a virtual meeting platform and easily move our entire meeting to a virtual format for this year. Our information circular details how to attend the virtual meeting, how to vote, and how to contact me and my fellow directors and the Company.

      
 

 

 

On behalf of the Board of Directors, I thank you for your support during the past year. We look forward to your participation in the meeting.

 

Sincerely,

 

LOGO

 

John L. Thornton

Executive Chairman

 

 

 
   
   
   
             

 

Barrick Gold Corporation  |  2020 Circular      III  


Table of Contents

    

 

LOGO

 

   
     

 

March 27, 2020

   
   

 

Letter from

 

the Lead

 

Director

 

 

 

Dear Fellow Shareholders,

 

Your Board of Directors believes that good corporate governance is foundational to Barrick’s long-term success, and our work on your behalf is guided by three core principles: we are highly engaged; we seek feedback from and listen to our fellow owners; and we apply rigorous risk oversight across every area of the business.

 

Following the merger between Barrick and Randgold Resources, the Board was streamlined and we reconstituted three standing committees – the Audit & Risk Committee, the Corporate Governance & Nominating Committee, and the Compensation Committee – to enhance dialogue and promote accountability. We have also reviewed non-executive director compensation to ensure that Barrick continues to attract and retain directors of the highest caliber, and that director compensation reflects the contributions and time commitment we expect of them.

 

Consistent with our commitment to increasing the Board’s diversity, we have been working to add two highly qualified female candidates to our directors. The first individual, Ms. Loreto Silva, was appointed to the Board in August 2019 following a rigorous search and selection process overseen by our Corporate Governance & Nominating Committee. Ms. Silva, who is a citizen of Chile, brings significant knowledge of large-scale infrastructure projects and wide-ranging experience in legal and government affairs with a specific focus in South America. We are well-advanced in our search for the 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. We believe these additions, in conjunction with our current Board members’ institutional knowledge of the legacy companies, will enhance the mix of skills, perspective, experience, and expertise necessary to address the challenges, risks, and opportunities facing our business today and into the future.

 

Determining executive compensation is another core responsibility of the Board. We have made several changes to our executive compensation plans in 2019 with the objective of further strengthening the performance orientation of our incentive plans, rewarding and retaining top talent, and reinforcing our distinctive ownership culture.

 

Following Barrick’s return to a more traditional management structure with a Chief Executive Officer, we simplified the compensation framework for the Executive

Chairman to ensure that it is aligned with his evolving role. Long-term incentive awards are now earned based on relative total shareholder return performance and capped at 175% of salary, which translates into a total compensation opportunity that is capped at 60% of the maximum total compensation opportunity for 2018. In 2019, the Compensation Committee recommended, and the independent directors approved, a total long-term incentive compensation award of $2.5 million for the Executive Chairman. In keeping with Barrick’s industry-leading shareholding requirements and clawback provisions, Mr. Thornton was required to use a majority of the after-tax proceeds of his long-term incentive to purchase Barrick shares, which he must hold until retirement, further building on his substantial ownership position.

 

 
 
LOGO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
   
     

 

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In late March 2020, due to personal portfolio considerations, Mr. Thornton sold a portion of the Barrick Shares that he purchased using his personal funds which were not subject to holding restrictions. The sales were completed during the permitted open period following the release of Barrick’s 2019 year-end results. Mr. Thornton confirmed that he would continue to retain and seek to build on what remains a meaningful equity stake in Barrick and that he looks forward to participating in the value created by the many exciting long-term growth opportunities being realized by Barrick’s strong management team.

 

We also introduced a new global peer group comprised of 20 companies that operate in the mining and broader extractive industries to provide benchmarks against which Barrick’s performance can be measured.

 

Finally, we updated our cornerstone Performance Granted Share Unit Plan to accelerate share ownership through a phased vesting schedule and to provide access to awards earned, subject to the achievement of our market-leading minimum share ownership requirements to further underscore our ownership culture. Today, our Named Partners have a collective ownership position of more than 6.2 million Barrick shares.

 

These decisions reflect the excellent progress management has made in building a new, value-focused Barrick. As at December 31, 2019, Barrick’s share price on the New York Stock Exchange increased by 78% since the announcement of the Merger. For 2019, the Compensation Committee gave Barrick’s management leaders a collective grade of 67 out of 100, as measured against our long-term scorecard. Our Named Partners received an average score of 80 out of 100 on their personal scorecards, which are tailored to their individual responsibilities.

 

In line with a renewed emphasis on engagement, the Board resolved to have at least one of its meetings at an operational site each year. In 2019, we visited all the Nevada operations and met at Barrick’s North American headquarters in Henderson, Nevada as well as at the corporate office in Toronto.

 

My fellow directors and I remain committed to building on the progress made by Barrick in 2019 towards achieving its goal of becoming the world’s most valued gold mining company, by having the best assets, with the best people to deliver the best value to stakeholders. It is a privilege to serve as your Lead Director during this transformational period for the Company.

 

Sincerely,

 

LOGO

 

J.B. Harvey

Lead Director on behalf of the Board of Directors

 

 

 

 

       
     

 

   

 

Barrick Gold Corporation  |  2020 Circular      V  


Table of Contents

LOGO

Notice of 2020 Annual Meeting

 

 

Meeting Information

  
   
Date:   

May 5, 2020

  
   
Time:   

10:00 a.m., Toronto time

  
   
Location:   

https://web.lumiagm.com/171710479

 

  

Fellow Shareholders:

You are invited to attend Barrick’s 2020 Annual Meeting of Shareholders (the Meeting) at which you will be asked to vote:

 

   

To elect nine director nominees;

 

   

To appoint PricewaterhouseCoopers LLP as our auditor for 2020; and

 

   

To approve our non-binding advisory vote on our approach to executive compensation.

Shareholders will also transact any other business properly brought before the Meeting.

Barrick’s Board of Directors has approved the contents of this Notice and Circular and the sending of this Notice and Circular to our shareholders, each of our directors, and our auditor.

This year, in response to the global COVID-19 pandemic, Barrick will be convening and conducting a virtual Meeting. Should circumstances in the coming weeks change making an in-person Meeting feasible, Barrick intends to make available a physical meeting location which will allow shareholders to attend and vote at the Meeting in person if they wish to do so. At the virtual Meeting, registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to participate, ask questions, and vote “real time” at the Meeting through an online portal. Non-registered shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the live webcast. Non-registered shareholders who do not follow the procedures set out in the Circular will nonetheless be able to view a live webcast of the Meeting, but will not be able to ask questions or vote.

The decision to conduct a virtual Meeting and make a physical meeting location available if circumstances allow was made with the health and safety of Barrick’s shareholders, employees, and community in mind. As a Company of Owners, Barrick places significant importance on in-person engagement with its shareholders. We will continue to monitor conditions in light of COVID-19 and determine whether it is safe and appropriate to add an in-person component closer to the date of the Meeting. If an in-person Meeting is held, details will be provided by press release. Regardless of whether Barrick is able to convene an in-person Meeting this year, Barrick intends to return to a hybrid meeting format (physical/virtual) for its 2021 Annual Meeting of Shareholders which may be attended in person or, in the case of registered shareholders, through an online video portal.

Your vote is important. As a shareholder, it is very important that you read this material carefully and then vote your common shares of Barrick (Barrick Shares). You are eligible to vote your Barrick Shares if you were a shareholder of record at the close of business on March 6, 2020. You may vote virtually or by proxy. See page 5 for further instructions on how you can vote.

By Order of the Board of Directors,

 

LOGO

Dana W. Stringer

Vice-President, Corporate Secretary and Associate General Counsel

March 27, 2020

 

 

General Information

In this Circular, “you”, “your”, and “shareholder” refer to the common shareholders of Barrick. “We”, “us”, “our”, the “Company”, and “Barrick” refer to Barrick Gold Corporation, unless otherwise indicated. Information in this Circular is as of March 26, 2020, unless otherwise indicated. All references to US $ or $ are to U.S. dollars and all references to Cdn $ are to Canadian dollars. The annual average exchange rate for 2019 reported by the Bank of Canada was US $1.00 = Cdn $1.3269.

 

 

Barrick Gold Corporation  |  2020 Circular      1  


Table of Contents

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  
     
(1)

“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.

 

2   Barrick Gold Corporation  |  2020 Circular


Table of Contents

 

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” on page 94.

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” on page 22 will further Barrick’s aim to be the world’s most valued gold mining business (see “Compensation Discussion & Analysis” on page 45), 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.

 

Barrick Gold Corporation  |  2020 Circular      3  


Table of Contents

Meeting and Voting Information

Proxy Solicitation and Meeting Materials

How we will solicit proxies

Your proxy is being solicited on behalf of Barrick’s management in connection with the meeting to be held on May 5, 2020 (the Meeting). Management will solicit proxies primarily by mail, but proxies may also be solicited personally by telephone by employees of the Company. We have retained the services of Kingsdale Advisors (Kingsdale) to assist in soliciting proxies by mail and telephone for estimated aggregate fees of approximately $110,000, plus distribution costs and other expenses. Our contractual arrangements with Kingsdale provide for additional fees to be payable in certain circumstances. The costs of preparing and distributing the Meeting materials and the cost of soliciting proxies will be borne by the Company.

How we use Notice and Access

Since 2013, we have distributed our information circular for our annual meeting and related proxy form to our shareholders by sending them a notice of electronic availability of such circular. The notice of electronic availability in respect of the Meeting provides instructions on how to access and review an electronic copy of our 2020 information circular for the Meeting (the Circular) and instructions on voting by proxy at the Meeting. This process is known as Notice and Access.

 

   

How Barrick shareholders benefit from Notice and Access: Notice and Access expedites our shareholders’ receipt of these materials, lowers printing and distribution costs, and reduces the environmental impact of our Meeting.

 

   

How to obtain a paper copy of our Circular: Shareholders can request a paper copy of the Circular at www.meetingdocuments.com/astca/abx or by calling AST Trust Company (Canada) (AST) toll-free at 1-888-433-6443 from Canada and the United States or by calling collect at 416-682-3801 from other locations or by e-mailing fulfilment@astfinancial.com. If you have previously provided instructions to receive a paper copy of our Circular and do not want to receive a paper copy in the future, please contact your broker.

How meeting materials will be delivered to shareholders

The proxy materials are sent to our registered shareholders through our transfer agent, AST. We generally do not send our proxy materials directly to non-registered shareholders and instead use the services of Broadridge Investor Communications Corporation (Broadridge) who acts on behalf of intermediaries to send proxy materials. We intend to pay intermediaries to send proxy materials and voting instruction forms to objecting non-registered shareholders.

Meeting Procedures

Attending the Meeting

 

     
LOGO   

 

Date:

 

 

May 5, 2020

  

 

Time:

 

 

10:00 a.m. (Toronto time)

  

 

Location:

 

 

https://web.lumiagm.com/171710479

Why is Barrick holding a virtual-only Meeting?

In order to address the unprecedented public health concerns related to the global COVID-19 pandemic, and to mitigate the health risks to our shareholders, employees, and other stakeholders, Barrick has decided to hold a virtual-only Meeting this year, which will be conducted via live webcast. Having held hybrid (physical/virtual) meetings for the last several years, Barrick is well-positioned to leverage its prior experience using a virtual meeting platform, and easily move its entire Meeting to a virtual-only format for this year.

Although Barrick is currently planning a virtual-only Meeting at this time, as a Company of Owners, Barrick places significant importance on in-person engagement with its shareholders. For this reason, should circumstances in the coming weeks allow and public health officials deem it safe and appropriate, Barrick intends to make available a physical meeting location which will allow shareholders who wish to attend and vote at the Meeting in person to do so. This will be in addition to allowing shareholders to participate online as described in this Circular. If an in-person Meeting becomes possible, and Barrick is able to proceed with a hybrid format (physical/virtual) as it has in past years, Barrick will communicate full details to its shareholders by press release in advance of the Meeting date. Regardless of whether Barrick is able to hold an in-person Meeting this year, Barrick intends to return to a hybrid meeting format (physical/virtual) for its 2021 Annual Meeting of Shareholders.

 

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If Barrick is able to hold an in-person component of the Meeting, shareholders who wish to attend and vote at the Meeting in person should see “Voting Procedures” below for additional information.

How many shareholders are needed to reach a quorum?

We need to have at least two people present at the Meeting who hold, or represent by proxy, in aggregate, at least 25% of the issued and outstanding Barrick Shares entitled to be voted at the Meeting. On March 26, 2020, the Company had 1,778,034,807 Barrick Shares outstanding. Each Barrick Share is entitled to one vote. Shareholders who participate in and/or vote at the Meeting virtually are deemed to be present at the Meeting for all purposes, including quorum.

Does any shareholder beneficially own 10% or more of the issued and outstanding Barrick Shares?

To the knowledge of the directors and senior officers of the Company, as of March 26, 2020, no person beneficially owned, directly or indirectly, or exercised control or direction over, voting securities carrying 10% or more of the voting rights attached to the outstanding Barrick Shares.

Will Company employees vote their Barrick Shares at the Meeting?

Employees of Barrick are entitled to vote Barrick Shares beneficially owned by them, including those held in our equity compensation plans, at the Meeting. As of March 26, 2020, less than 1% of the Barrick Shares were beneficially owned by employees through our equity compensation plans.

Voting Procedures

How do I vote my Barrick Shares?

 

 

Please follow the voting instructions based on whether you are a registered or non-registered shareholder:

 

•   You are a registered shareholder if you have a share certificate issued in your name or appear as the registered shareholder on the books of the Company.

 

•   You are a non-registered shareholder if your Barrick Shares are registered in the name of an intermediary (for example, a bank, trust company, investment dealer, clearing agency, or other institution).

 

If you are not sure whether you are a registered or non-registered shareholder, please contact AST by email at inquiries@astfinancial.com. Alternatively, please call AST toll-free at 1-800-387-0825 from Canada and the United States or collect at 416-682-3860 from other locations.

 

 

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How can I vote if I am a registered shareholder?

 

 

Option 1 – By proxy (proxy form)

 

 

 

LOGO

  

By Internet:

 

Go to AST’s website at www.astvotemyproxy.com and follow the instructions on screen. You will need your 13-digit Control Number, which can be found on your proxy form.

 

See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

 

LOGO

  

 

By Telephone:

 

Call 1-888-489-7352 (toll-free in Canada and the United States) from a touch-tone phone and follow the instructions. You will need your 13-digit Control Number, which can be found on your proxy form.

 

Please note that you cannot appoint anyone other than the directors and officers named on your proxy form as your proxyholder if you vote by telephone. See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

 

LOGO

  

 

By Fax:

 

Complete, sign, and date your proxy form, and send all pages (in one transmission) by fax to 1-866-781-3111 (toll-free in Canada and the United States) or 416-368-2502 (outside Canada and the United States).

 

See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

 

LOGO

  

 

By Mail:

 

Complete, sign, and date your proxy form, and return it in the envelope provided.

 

See below, under the heading “How will my Barrick Shares be voted if I return a proxy?”, for more information.

 

LOGO

  

 

Appointing another person to attend the Meeting virtually and vote your Barrick Shares for you:

 

You may appoint a person other than the directors and officers designated by the Company on your proxy form to represent you and vote on your behalf at the Meeting. This person does not have to be a shareholder. To do so, strike out the names of our directors and officers that are printed on the proxy form and write the name of the person you are appointing in the space provided. Complete your voting instructions, sign, and date the proxy form, and return it to AST as instructed. Please ensure that the person you appoint is aware that he or she has been appointed to attend the virtual Meeting on your behalf.

 

In order to participate in the virtual Meeting, your proxyholder must contact AST at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) by 3:00 p.m. (Toronto time) on May 4, 2020 in order to obtain a Control Number for the Meeting. This Control Number will allow your proxyholder to log in to the live webcast and vote at the Meeting using the LUMI meeting platform. Without a Control Number, your proxyholder will not be able to vote at the Meeting. AST will provide your duly appointed proxyholder with a Control Number provided that your proxy has been received by AST prior to this deadline. Please note that you cannot appoint anyone other than the directors and officers named on your proxy form as your proxyholder if you vote by telephone.

 

Please see below, under the headings “How can I log in to the Meeting” and “How will my Barrick Shares be voted if I return a proxy?” for more information.

 

 

Option 2 – In person via Internet Webcast

 

 

LOGO

   Registered shareholders have the ability to participate, ask questions, and vote at the Meeting using the LUMI meeting platform. Eligible registered shareholders may log in at https://web.lumiagm.com/171710479, click on “I have a Control Number”, enter the 13-digit Control Number found on the proxy, and the password barrick2020 (case sensitive), then click on the “Login” button. During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. Non-registered shareholders must follow the procedures outlined below to participate in the Meeting using the LUMI meeting platform. Non-registered shareholders who fail to comply with the procedures outlined below may nonetheless view a live webcast of the Meeting by going to the same URL as above and clicking on “I am a guest” or on our website at www.barrick.com/investors/agm.

 

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Option 3 – In person at the Meeting (SHOULD CIRCUMSTANCES ALLOW)

 

 

LOGO

   Currently, only a virtual Meeting is being planned by Barrick. If circumstances in the coming weeks allow and public health officials deem it safe and appropriate, Barrick intends to make available a physical meeting location which will allow shareholders to attend and vote at the Meeting in person if they wish to do so. If attendance at the Meeting in person becomes possible, details will be communicated to shareholders by press release. If an in-person Meeting becomes possible and you intend to vote in person at the Meeting, you do not need to complete or return your proxy form.

How can I vote if I am a non-registered shareholder?

 

 

Option 1 – By proxy (voting instruction form)

 

 

LOGO   

You will receive a voting instruction form that allows you to vote on the Internet, by telephone, by fax, or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your intermediary is required to ask for your voting instructions before the Meeting. Please contact your intermediary if you did not receive a voting instruction form.

 

  

Alternatively, you may receive from your intermediary a pre-authorized proxy form indicating the number of Barrick Shares to be voted, which you should complete, sign, date, and return as directed on the form.

 

 

 

Option 2 – In Person via Internet Webcast

 

 

LOGO

  

We do not have access to the names or holdings of our non-registered shareholders. That means you can only vote your Barrick Shares virtually at the Meeting if you have (a) previously appointed yourself as the proxyholder for your Barrick Shares, by printing your name in the space provided on your voting instruction form and submitting it as directed on the form, and (b) by no later than 3:00 p.m. (Toronto time) on May 4, 2020, you contacted AST at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) to obtain a Control Number for the Meeting. This Control Number will allow you to log in to the live webcast and vote at the Meeting. Without a Control Number, you will not be able to ask questions or vote at the Meeting.

 

  

You may also appoint someone else as the proxyholder for your Barrick Shares by printing their name in the space provided on your voting instruction form and submitting it as directed on the form. If your proxyholder intends to participate in the virtual Meeting, he or she must contact AST at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) by no later than 3:00 p.m. (Toronto time) on May 4, 2020 to obtain a Control Number for the Meeting.

 

Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to AST before 5:00 p.m. (Toronto time) on May 1, 2020. If you plan to participate in the virtual Meeting (or to have your proxyholder attend the virtual Meeting), you or your proxyholder will not be entitled to vote or ask questions online unless the proper documentation is completed and received by your intermediary well in advance of the Meeting to allow them to forward the necessary information to AST before 5:00 p.m. (Toronto time) on May 1, 2020. You should contact your intermediary well in advance of the Meeting and follow their instructions if you want to participate in the virtual Meeting.

 

Non-registered shareholders who do not object to their name being made known to the Company may be contacted by our proxy solicitors to assist in conveniently voting their Barrick Shares directly by telephone. Barrick may also utilize the Broadridge QuickVote service to assist such shareholders with voting their Barrick Shares. See “How we will solicit proxies” on page 4 for more information.

 

Please see below under the heading “How can I log in to the virtual Meeting?” for more information.

 

 

Option 3 – In person at the Meeting (SHOULD CIRCUMSTANCES ALLOW)

 

LOGO

  

Currently, only a virtual Meeting is being planned by Barrick. If circumstances in the coming weeks allow and public health officials deem it safe and appropriate, Barrick intends to make available a physical meeting location which will allow shareholders to attend and vote at the Meeting in person if they wish to do so. If attendance at the Meeting in person becomes possible, details will be communicated to shareholders by press release. If any in-person Meeting becomes possible and you intend to vote in person at the Meeting, you must follow the procedures under “Option 2 – In Person via Internet Webcast” above, except you will not be required to contact AST in order to obtain a Control Number.

 

 

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Is there a deadline for my proxy to be received?

Yes. Whether you vote by mail, fax, telephone, or Internet, your proxy must be received by no later than 5:00 p.m. (Toronto time) on Friday, May 1, 2020. If the Meeting is adjourned or postponed, your proxy must be received by 5:00 p.m. (Toronto time) on the second-last business day before the reconvened meeting.

As noted above, if you are a non-registered shareholder, all required voting instructions must be submitted to your intermediary sufficiently in advance of this deadline to allow your intermediary time to forward this information to AST. Barrick reserves the right to accept late proxies and to waive the proxy cut-off deadline, with or without notice, but Barrick is under no obligation to accept or reject any particular late proxy.

How can I log in to the virtual Meeting?

Only shareholders of record at the close of business on March 6, 2020 and other permitted attendees may virtually attend the Meeting. Attending the Meeting virtually allows registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves or a third-party proxyholder, to participate, ask questions, and vote at the Meeting using the LUMI meeting platform. Guests, including non-registered shareholders who have not duly appointed themselves or a third party as proxyholder, can log into the virtual Meeting as a guest. Guests may listen to the Meeting, but will not be entitled to vote or ask questions.

 

   

Registered shareholders and duly appointed proxyholders may log in online at https://web.lumiagm.com/171710479, click on “I have a Control Number”, enter the 13-digit Control Number found on the proxy or provided to a duly appointed proxyholder, as applicable, and the password barrick2020 (case sensitive), then click on the “Login” button. We recommend you log in at least one hour before the Meeting begins. For registered shareholders, the Control Number of located on your form of proxy. For duly appointed proxyholders (including non-registered shareholders who have appointed themselves), your Control Number will be provided by AST provided that you or your proxyholder has been duly appointed in accordance with the procedures outlined in this Circular.

 

   

Non-registered shareholders may view a live webcast of the Meeting by going to the same URL as above and clicking on “I am a guest” or on our website at www.barrick.com/investors/agm.

During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity.

How will my Barrick Shares be voted if I return a proxy?

By completing and returning a proxy, you are authorizing the person named in the proxy to attend the Meeting and vote your Barrick Shares on each item of business according to your instructions. If you have appointed the designated directors or officers of Barrick as your proxy and you do not provide them with instructions, they will vote your Barrick Shares as follows:

 

   

FOR the election of the nominee directors to the Board;

 

   

FOR the appointment of PricewaterhouseCoopers LLP as the Company’s auditor and the authorization of the directors to fix the auditor’s remuneration; and

 

   

FOR the advisory resolution approving the Company’s approach to executive compensation.

What happens if there are amendments, variations, or other matters brought before the Meeting?

Your proxy authorizes your proxyholder to act and vote for you on any amendment or variation of any of the business of the Meeting and on any other matter that properly comes before the Meeting. Your proxy is effective at any continuation following an adjournment of the Meeting. As of March 26, 2020, no director or officer of the Company is aware of any variation, amendment, or other matter to be presented for a vote at the Meeting.

What if I change my mind?

You can revoke a vote you made by proxy by:

 

   

Voting again on the Internet or by telephone before 5:00 p.m. (Toronto time) on May 1, 2020;

 

   

Completing a proxy form or voting instruction form that is dated later than the proxy form or voting instruction form that you are changing, and mailing or faxing it as instructed on your proxy form or voting instruction form, as the case may be, so that it is received before 5:00 p.m. (Toronto time) on May 1, 2020; or

 

   

Any other means permitted by law.

 

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If you are a registered shareholder, you can also revoke a vote you made by sending a notice in writing from you or your authorized attorney to our Corporate Secretary so that it is received before 5:00 p.m. (Toronto time) on May 1, 2020, or giving notice in writing from you or your authorized attorney to the Chair of the Meeting, at the Meeting or at any adjournment.

Is my vote by proxy confidential?

Yes. All proxies are received, counted, and tabulated independently by AST, our transfer agent, or Broadridge, in a way that preserves the confidentiality of shareholder votes, except:

 

   

As necessary to permit management and the Board of Directors to discharge their legal obligations to the Company or its shareholders, or to determine the validity of the proxy;

 

   

In the event of a proxy contest; or

 

   

In the event a shareholder has made a written comment on the proxy intended for management or the Board of Directors.

 

 

Need help casting your vote?

 
For assistance with casting your vote, please contact Kingsdale at:
 
    Kingsdale
 
    Toll-Free within Canada and the United States:
     1-866-851-2571
 
    Call collect: 416-867-2272
    Email: contactus@kingsdaleadvisors.com

 

How can you obtain more information about the proxy voting process?

 
If you have any questions about the proxy voting process, please contact your intermediary (e.g., bank, trust company, investment dealer, clearing agency, or other institution) or our Investor Relations Department at:
 
    Toll-Free within Canada and the United States:
     1-800-720-7415
 
    Call collect: 416-307-7474
    Fax: 416-861-9717

    Email: investor@barrick.com

 

Other Important Information

If an in-person Meeting is held, what are the admission requirements?

Only shareholders of record at the close of business on March 6, 2020 and other permitted attendees may attend the Meeting. In order to attend the Meeting, you or your proxyholder is required to see a representative of AST before entering to register your attendance. You must present proof of your ownership of Barrick Shares as of the record date and a valid government-issued photo identification at the entrance of the Meeting. Beneficial owners of shares held in “street name” in an account at a brokerage firm, bank, broker-dealer or other similar organization will need to bring a copy of a brokerage statement reflecting their stock ownership as of the record date. No cameras, recording equipment, electronic devices, use of cell phones or other mobile devices, large bags or packages are permitted at the Meeting. If you do not provide photo identification or comply with the other procedures outlined here, you will not be admitted to the Meeting.

What is the deadline for making a shareholder proposal at the next annual meeting?

The final date for submission of proposals to shareholders for inclusion in the information circular in connection with next year’s annual shareholders’ meeting is February 4, 2021.

Are any shareholder proposals being considered at the Meeting?

There are no shareholder proposals being considered at the Meeting.

 

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How do I nominate a candidate for election as a director at the Meeting?

Barrick’s Articles set out advance notice requirements for director nominations, and were approved by shareholders at the Special Meeting of Shareholders held on November 5, 2018. The Articles set forth a procedure requiring advance notice to the Company by any shareholder who intends to nominate any person for election as a director of the Company other than pursuant to (a) a requisition of a general meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the BCBCA), (b) a proposal made pursuant to the provisions of the BCBCA, or (c) a nomination by or at the direction of the Board, including pursuant to a notice of the meeting. Among other things, the Articles fix a deadline by which shareholders must notify the Company of their intention to nominate directors and set out the information that shareholders must provide in the notice for it to be valid. These requirements are intended to provide all shareholders with the opportunity to evaluate and review all proposed nominees and vote in an informed and timely manner regarding said nominees. The Articles are available on our website at www.barrick.com, SEDAR at www.sedar.com, and EDGAR at www.sec.gov. As of March 26, 2020, the Company has not received any notice of a shareholder’s intention to nominate directors at the Meeting pursuant to the “Nomination of Directors” provisions of the Articles.

Where can I review financial information relating to the Company?

Our financial information is contained in our comparative audited annual financial statements for the year ended December 31, 2019, and related Management Discussion & Analysis, both of which can be found in our 2019 Annual Report on SEDAR at www.sedar.com or at www.barrick.com/investors/agm.

How do I obtain copies of the Company’s disclosure documents?

If you would like to receive our Annual Report by mail next year, you can do so by checking the appropriate box included on your form of proxy or your voting instruction form.

If you have not previously indicated that you would like to receive our 2019 Annual Report by mail and would like to receive a copy, please contact AST by email at inquiries@astfinancial.com. Alternatively, please call AST toll-free at 1-800-387-0825 from Canada and the United States or collect at 416-682-3860 from other locations.

Barrick will provide to any person, upon request to our Investor Relations Department, a copy of our 2019 Annual Report, our latest Annual Information Form, and this Circular. Our public disclosure documents are also available on our website at www.barrick.com, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov.

 

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Business of the Meeting

Barrick’s Financial Statements

We will place before the Meeting our consolidated financial statements, including the related auditor’s report, for the year ended December 31, 2019. Our financial statements are included in our 2019 Annual Report. The 2019 Annual Report will be mailed to shareholders who request a copy. Our financial statements are also available on our website at www.barrick.com, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov.

Electing Directors

You will be electing a Board of Directors consisting of nine members. Please refer to the section entitled “Directors” on page 29 of this Circular for biographies and more information on the nominees. Directors elected at the Meeting will serve until the end of our next annual shareholders’ meeting or until their resignation, if earlier.

 

LOGO    The Board recommends a vote FOR all the director nominees.

If Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the election of the nine nominees named in this Circular. If a proposed nominee is unable to serve as a director or withdraws his or her name, the individuals named in your form of proxy or voting instruction form reserve the right to nominate and vote for another individual in their discretion.

Majority Voting

Barrick has adopted a majority voting policy, as described in its Corporate Governance Guidelines available on our website at www.barrick.com/about/governance. Any nominee proposed for election as a director in an uncontested election who receives a greater number of votes withheld than votes in favor of his or her election must promptly tender his or her resignation to the Executive Chairman, or in the case of the Executive Chairman, to the Lead Director. Any such resignation will take effect on acceptance by the Board. This policy applies only to uncontested elections of directors where the number of nominees is equal to the number of directors to be elected. The Corporate Governance & Nominating Committee will expeditiously consider the director’s offer to resign and make a recommendation to the Board on whether it should be accepted, provided that the resignation must be accepted absent exceptional circumstances. The Board will have 90 days to make a final decision and will announce such decision by press release, a copy of which will be provided to the TSX in accordance with Barrick’s standard procedure. The affected director will not participate in any Committee or Board deliberations relating to the resignation offer.

Appointing the Auditor

 

LOGO    The Board recommends a vote FOR the appointment of PwC as Barrick’s auditor.

PricewaterhouseCoopers LLP (PwC) has been our external auditor since 1983. The Board, on the recommendation of the Audit & Risk Committee, recommends that PwC be reappointed as auditor and that the Board be authorized to set the auditor’s remuneration. The audit firm appointed at the Meeting will serve until the end of the Company’s next annual shareholders’ meeting.

If Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the appointment of PwC as Barrick’s auditor.

What were PwC’s fees for 2019 and 2018? (1)

 

In millions of dollars

   2019             2018  

 

Audit fees (2)

 

    

 

$11.4

 

 

 

             

 

$9.9

 

 

 

 

Audit-related fees (3)

 

    

 

$0.5

 

 

 

             

 

$0.4

 

 

 

 

Tax compliance and advisory fees (4)

 

    

 

$0.6

 

 

 

             

 

$0.5

 

 

 

 

All other fees

 

    

 

Nil

 

 

 

             

 

Nil

 

 

 

 

Total

 

    

 

$12.5

 

 

 

             

 

$10.8

 

 

 

 

(1)

The classification of fees is based on applicable Canadian securities laws and SEC definitions.

 

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(2)

Audit fees for 2019 include fees for services rendered by the external auditor in relation to the audit and interim reviews of Barrick’s consolidated financial statements and condensed interim consolidated financial statements (inclusive of disbursements billed in 2019), the audits of the financial statements and consolidated financial statements of its subsidiaries, and in connection with the Company’s statutory and regulatory filings. The audit fees for 2019 include fees in respect of the Company’s merger with Randgold and its expanded asset base and the establishment of Nevada Gold Mines. Audit fees for 2018 include fees for services rendered by the external auditor in relation to the audit and review of Barrick’s financial statements, the financial statements of its subsidiaries and in connection with the Company’s statutory and regulatory filings, including in respect of the Company’s merger with Randgold.

 

(3)

In 2018 and 2019, the audit-related fees primarily related to a number of projects including compliance with regulatory filing requirements in local markets and translation services.

 

(4)

Tax fees mainly related to tax compliance services and audit support for various jurisdictions.

The Audit & Risk Committee has adopted a Policy on Pre-Approval of Audit, Audit-Related, and Non-Audit Services (Audit Services Policy) for the pre-approval of services performed by Barrick’s auditor. The objective of the Audit Services Policy is to specify the scope of services permitted to be performed by the Company’s auditor and to ensure that the independence of the Company’s auditor is not compromised through engaging the auditor for other services. All services provided by the Company’s auditor are pre-approved by the Audit & Risk Committee as they arise or through an annual pre-approval of services and related fees. All services performed by Barrick’s auditor comply with the Audit Services Policy, and professional standards and securities regulations governing auditor independence.

Say on Pay Advisory Vote

The Board has adopted a non-binding advisory vote relating to executive compensation to solicit feedback on our approach to executive compensation. The previous say on pay advisory vote held in 2019 was supported with the approval of 92.07% of those shareholders present at our 2019 annual meeting and voting in person, virtually via the live webcast, or by proxy. Shareholders have the opportunity to vote “For” or “Against” the Company’s approach to executive compensation through the following advisory resolution:

“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Barrick’s Information Circular relating to the 2020 annual meeting of shareholders.”

Since this vote is advisory, it will not be binding on the Board. The Board remains fully responsible for its compensation decisions and is not relieved of this responsibility by a positive or negative vote. However, the Board and the Compensation Committee will consider the outcome of the vote as part of their ongoing review of executive compensation and shareholder engagement feedback. The Company plans to hold an advisory vote on our approach to executive compensation on an annual basis.

 

LOGO    The Board recommends a vote FOR approval of the advisory vote on executive compensation.

If Mark Bristow, John L. Thornton or J. Brett Harvey is your proxyholder and you have not given instructions on how to vote your Barrick Shares, he will vote “FOR” the approval of the advisory vote on executive compensation.

Other Business

Following the conclusion of the formal business to be conducted at the Meeting, we will invite questions and comments from shareholders and proxyholders participating through the LUMI meeting platform.

As of the date of this Circular, management is not aware of any changes to the items listed above and does not expect any other business to be brought forward at the Meeting. If there are changes or new business, your proxyholder can vote your Barrick Shares on these items as he or she sees fit.

 

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Executive Summary

This executive summary highlights information contained elsewhere in this Circular. It does not contain all of the information you should consider. Please read the entire Circular carefully before voting.

This Circular contains certain historical information regarding the compensation decision-making process and the compensation paid by Barrick to “Named Executive Officers” (NEOs) and directors for the year ended December 31, 2019.

For the purposes of this Circular, we refer to our 2019 NEOs, other than our Executive Chairman (i.e., the 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), as Named Partners. Our Named Partners participate in Barrick’s Partnership Plan (together with all other Partners), which includes eligibility for the Annual Performance Incentive (API) Program, the Performance Granted Share Unit (PGSU) Plan, and the Partner Change in Control Severance Plan (Change in Control Plan). The Executive Chairman is an NEO, but not a partner, and is not eligible to participate in the Partnership Plan.

Business of the Meeting

We are asking our shareholders to vote on the matters below. The Board recommends that you vote FOR all of these resolutions.

 

   

Elect nine director nominees

   

Appoint PwC as our auditor for 2020

   

Approve our non-binding advisory vote on our approach to executive compensation

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 6, 2020. To make sure your Barrick Shares are represented at the Meeting, you may cast your vote virtually through the LUMI meeting platform or by submitting your proxy or voting instruction form. See page 5 for more details on how you can vote.

2019 marked the beginning of a new era for Barrick and for the gold mining industry

2019 was another transformational year for Barrick and our achievements are directly attributable to a strengthened management team with clear strategic objectives, a fit for purpose structure, a renewed commitment to stakeholder partnership, and strictly defined investment criteria. Under the leadership of Mark Bristow, who was appointed President and Chief Executive Officer on January 1, 2019 following the Merger, Barrick made rapid progress starting with the successful integration of Barrick and Randgold. Our 2019 performance was capped by the establishment of Nevada Gold Mines (a joint venture between Barrick (61.5%) and Newmont Corporation (38.5%), with Barrick as the operator, ranking as the largest global gold producing complex), solid operational and financial performance, and the implementation of strategic initiatives critical to engineering a business capable of achieving the vision of being the world’s most valued gold company.

Board and Corporate Governance Highlights

 

LOGO  

 

    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

 


 

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Key Highlights

 

    

LOGO

 

A Highly Engaged Board

 

          

LOGO

 

Rigorous Risk Oversight

 

          

LOGO

 

Sustainability Focus

 

    
   

 

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 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

            

 

Inherent in our Board’s responsibilities is an understanding and oversight of the various risks facing the Company. The 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.

            

 

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 page 24 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.


 

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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 the 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.

 

 

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%.

 


 

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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.


 

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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” on the next page or “Directors” on page 29.

 

 

LOGO


 

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Director Nominees

We believe our director nominees bring a breadth of knowledge, diversity, and strategically relevant backgrounds to the Company and reflect the global scale of the challenges, risks, and opportunities facing our business today. For more details on our Diversity Policy, see “Diversity Initiatives” in Schedule A of this Circular.

 

Overview of our Board’s Profile

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

  

TOTAL
(of 9)

 

                     

 

 

 

 

LOGO

 

 

LOGO

 

  Mining Operations                                  3
 

 

LOGO

 

  Health, Safety & Environmental                                        3
 

 

LOGO

 

  Capital Allocation & Financial Acumen                                                                  8
 

 

LOGO

 

  Talent Development and Allocation & Partnership Culture                        8
 

 

LOGO

 

  M&A Execution                            6
 

 

LOGO

 

  International Business Experience and Global Partnerships                          7
 

 

LOGO

 

  Government and Regulatory Affairs & Community Relations                              5
 

 

 

LOGO

  Risk Management                          7

 

 

 

 

LOGO

 

    Age

 

 

61

 

 

74

 

 

51

 

 

62

 

 

73

 

 

69

 

 

66

 

 

55

 

 

66

 

     Average  
  64 years  

 

 

    Board Tenure

 

 

1

 

 

17

 

 

1

 

 

6

 

 

6

 

 

14

 

 

1

 

 

New

 

 

8

 

     Average  
  6 years  

 

 

    Gender    

 

 

Male

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

   8

  (89%)  

 

     

Female

 

                             

 

       1

  (11%)  

 

 

    Independence*

 

 

 

CEO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EC

 

   7

  (78%)  

 

   

    Current membership on other public boards

 

 

1

 

 

N/A

 

 

1

 

 

1

 

 

N/A

 

 

2

 

 

N/A

 

 

2

 

 

1

 

   Average

1

 

                  * CEO = President and Chief Executive Officer; EC = Executive Chairman

Legend:

 

   

 

LOGO

 

 

Mining Operations: Experience at a senior level with mining operations, including production, exploration, reserves, capital projects, and related technology. Familiarity with setting performance expectations, driving continuous improvement through best-in-class operational standards, building operational leadership capabilities, and fostering innovation.

 

 

LOGO

 

Health, Safety & Environmental: Knowledge of, or experience with, leading health, safety, and environmental practices and related requirements, including sustainable development and corporate responsibility practices and reporting.

 

 

LOGO

 

Capital Allocation & Financial Acumen: Experience overseeing the allocation of capital to ensure superior risk-adjusted financial returns, including strengthening our capital structure, evaluating capital investment decisions, setting and enforcing thresholds for financial returns, optimizing asset portfolios, and knowledge of, or experience with, financial accounting and corporate finance.

 

 

LOGO

 

Talent Development and Allocation & Partnership Culture: Thorough understanding of the key processes to ensure optimal human capital allocation including attracting, motivating, and retaining top talent. Familiarity with partnership structures and their related cultures. Experience in areas such as setting performance objectives, designing compensation plans, ensuring the right people are in the right roles, succession planning, and organizational design.

 

LOGO

 

M&A Execution: Experience in evaluating and executing mergers, acquisitions, and asset sales, including the formation of partnerships and joint ventures across the globe.

 

 

LOGO

 

International Business Experience and Global Partnerships: Experience conducting business internationally, including exposure to a range of political, cultural, and regulatory requirements. Familiarity with the critical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders, and an understanding of how to establish and strengthen those partnerships.

 

 

LOGO

 

Government and Regulatory Affairs & Community Relations: Experience with the workings of government and public and regulatory policy in Canada, the United States, and internationally. Familiarity with community engagement.

 

 

LOGO

 

Risk Management: Knowledge of risk management principles and practices, an understanding of some or all of the key risk areas that a company faces, and an ability to probe risk controls and exposures.

 


 

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Compensation Discussion & Analysis Highlights

 

LOGO   

 

The Board recommends a vote FOR approval of the advisory vote on executive compensation.

 

Why should shareholders approve our Say on Pay?

Following the completion of the Merger in 2019, the Compensation Committee undertook an extensive review of the compensation philosophy and programs for the Executive Committee and the Executive Chairman to ensure they continue to be aligned with our strategic goals and the interests of our shareholders. The Compensation Committee considered feedback from shareholders and enhancements to further support Barrick’s journey to becoming a modern mining business. The following enhancements were implemented as a result of this rigorous process:

 

LOGO

 

  

We materially reduced the total compensation opportunity for the Executive Chairman and simplified the performance alignment of LTI outcomes with the overall shareholder experience

 

 

  

We updated our cornerstone PGSU Plan to accelerate share ownership through a phased vesting schedule and to provide access to awards, subject to the achievement of market-leading share ownership requirements

 

 

  

We introduced a new Global Peer Group in recognition of Barrick’s operational scale today as one of the largest gold mining companies in the world and our competition for talent

 

 

  

Our compensation decisions reflect the excellent progress achieved by our NEOs in rebuilding a new, value-focused Barrick

 

 

  

We reviewed non-executive director compensation to ensure it supports the attraction and retention of highly qualified and diverse board members and that it reflects the time commitment expected of our directors

Our ownership culture is critical to who we are and how we work at Barrick. As a Company of owners, our compensation system is designed to reward performance and drive accountability through shared ownership.

 

 

LOGO

How we promote and support our ownership culture across the organization:

 

 

All Barrick Shares earned through compensation by our Partners are subject to shareholding requirements that far exceed those of our peers and the broader market.

 

 

100% of LTI for our Partners, including Named Partners, is delivered in the form of PGSUs.

 

 

We do not award deferred cash incentives for executive compensation purposes.

 

 

A majority of the Executive Chairman’s 2019 LTI award was used to purchase Barrick Shares on the open market 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.

 

 

Within five years of joining the Board, non-executive directors are required to hold at least three times the value of their annual Board retainer in Barrick Shares and/or DSUs.

Our ownership culture is becoming stronger and deeper across the organization:

 

 

Collectively, our Named Partners own over 6.2 million Barrick Shares worth more than $122 million as at March 26, 2020, further reinforcing our ownership culture across the organization.


 

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Our incentive compensation programs motivate our NEOs to think in decades, plan in years, and act with urgency to deliver results for our fellow owners.

To drive excellence in all that we do, 100% of all incentive compensation awarded to our NEOs is performance-based. Our incentive programs are designed to reward consistent high-level execution, operational excellence, disciplined capital allocation, continual self-improvement, and improved sustainability performance, with a view to building and maintaining partnerships of real depth and trust with all of our stakeholders. We prospectively disclose our short-term and long-term performance measures each year to hold our NEOs accountable for results. At the heart of our pay-for-performance system is our goal setting process. We review our business plan at the beginning of each year to define the key areas of focus and priority actions for each role. We also review the Long-Term Company Scorecard against our strategic plan to ensure the performance measures remain relevant. Long-term performance ranges are reviewed and set based on challenging levels of performance that reflect Barrick’s Life of Mine Plans, shareholder expectations, the competitive environment, and Barrick’s strategy.

 

Eligibility

 

  

  Incentive Program

 

 

   Performance Basis

 

 

Year-End Assessment

 

 

 Named  Partners

  

 

API Program

 

 

Individual API Scorecards:

Annual initiatives that are specifically defined for each role to reinforce individual accountability for strategy execution.

 

 

 

Based on individual contributions that meaningfully advance Barrick’s strategic progress.

        

Annual Initiatives (vary by role)

  100%      
        

Includes financial and non-financial objectives

 

   
                        
  

 

PGSU Plan

 

 

2019 Long-Term Company Scorecard:

These long-term measures are important indicators of the health and success of our business over the long-term.

 

See page 52 for more information on why we believe these long-term metrics are important to us and page 49 for the metrics that we have selected for 2020, which includes an increased weighting on sustainability performance, to support the delivery of our long-term strategic plan.

 

 

 

Based on Company performance against the long-term targets that are set and disclosed prospectively at the beginning of each year.

                Financial Measures:             
        

      Return on Invested Capital (ROIC)(1)

  15%         
        

      Growth in Free Cash Flow per Share(2)

  15%         
        

      Robust Dividend per Share

  10%         
        

      Strong Capital Structure

  10%         
        

      Capital Project Execution

  10%         
        

 

Non-Financial Measures:

       
        

      Strategic Execution

  15%         
        

      Reputation and License to Operate

  15%         
        

      People Development

  10%         
                          

 

Executive Chairman

  

 

Executive Chairman LTI

 

 

Performance and Compensation Framework:

The use of relative TSR ensures LTI awards are aligned with the overall shareholder experience. For 2019 only, 25% of the Executive Chairman’s LTI award was based on an evaluation of the annual strategic initiatives that were prospectively disclosed in our 2019 Circular. The balance of the Executive Chairman’s LTI award (75%) for 2019 was tied to relative TSR. This performance framework was developed in consultation with our shareholders. See page 61 for details on the redesigned framework.

 

 

Based on relative TSR against the performance range that is set and disclosed prospectively, and for 2019 only, individual contributions that meaningfully support Barrick’s journey to becoming the world’s most valued gold company.

 

                          

 

  (1)

ROIC is an internal performance measure used to manage performance. ROIC measures return on invested capital by taking Adjusted EBIT (Adjusted EBITDA less depreciation) less cash taxes as disclosed in the consolidated statements of cash flow and removing the impact of foreign currency translation gains/losses as disclosed in the consolidated income statements and dividing by average invested capital. Invested capital is calculated by taking consolidated assets as reported on our balance sheet net of assets not subject to depreciation as reported in Note 19 Property, Plant and Equipment of the financial statements in our 2019 Annual Report. Adjusted EBIT and Adjusted EBITDA are non-GAAP financial measures with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other companies. For further information and a detailed reconciliation of these non-GAAP measures to the most directly comparable IFRS measures, see “Other Information – Use of Non-GAAP Financial Performance Measures” on page 94.

 

  (2)

Free cash flow is a non-GAAP financial performance measure with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other companies. For further details regarding non-GAAP financial performance measures, see “Other Information – Use of Non-GAAP Financial Performance Measures” on page 94.


 

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Our compensation decisions reflect the progress that management has made in rebuilding a new, value-focused Barrick.

2019 was another transformational year for Barrick, highlighted by our rapid and successful integration of the two businesses following the Merger, solid operational and financial performance, and the implementation of key strategic initiatives critical to engineering a business capable of achieving the vision of being the world’s most valued gold company. Our solid performance was capped by the successful completion of the Nevada Gold Mines joint venture with Newmont Corporation, the minority buyout of Acacia Mining plc, and the resolution of legacy challenges with the Government of Tanzania, including the formation of Twiga Minerals Corporation, heralding a new partnership between Barrick and the Government of Tanzania. The summary below provides an overview of what we committed to delivering a year ago as part of our 2019 strategic priorities and the highlights of what we achieved in 2019.

 

    Strategic Initiatives

Focus on Tier One Gold Assets(1) and Strategic Assets and unlocking value through the exploration potential from our extensive land positions in prolific gold districts

 

   

Successfully merged Barrick with Randgold to form an integrated global gold mining company operating six of the world’s top ten Tier One Gold Assets(1)

 

   

Formed Nevada Gold Mines, the joint venture between Barrick (61.5%) and Newmont Corporation (38.5%), where Barrick serves as the operator. The mineral endowment across our extensive land positions in the joint venture area of interest provides a strong value foundation in one of the world’s most prolific gold districts

 

   

Bought out Acacia Mining plc’s minority shareholders

 

   

Initiated Barrick’s targeted $1.5 billion portfolio rationalization program for non-core assets. Sold our 50% interest in non-operated Kalgoorlie Consolidated Gold Mines in November 2019 and reached agreement for the disposal of a 90% interest in the Massawa project in December 2019, which collectively generated gross proceeds of approximately $1.2 billion and reinforced Barrick’s strategy of maintaining a concentrated Tier One Gold Asset(1) portfolio. The Massawa transaction closed in the first quarter of 2020

 

   

Mining plans at Hemlo, Pueblo Viejo, Veladero and Porgera were reviewed and refocused to extend Life of Mines significantly

 

   

Achieved a year-on-year increase in proven and probable reserves at higher grades, net of depletion, with reserve replenishment achieved across the majority of our Tier One Gold Assets(1)

 

   

Made a new high-grade discovery as well as a significant year-over-year increase in resources at Fourmile and continued to delineate further brownfields expansion potential across the portfolio including at Carlin, Kibali, Loulo-Gounkoto, Hemlo, Veladero and Porgera

 

    Operational Excellence

Emphasis on efficiency, cost reduction, and strong cash flow generation to fund robust investment

 

   

Implemented a flat, operationally focused, agile management structure

 

   

Rationalized the corporate office in Toronto and other regional offices

 

   

Refocused the global business with three regions led by separate regional leadership teams

 

   

Achieved full-year guidance targets and gold production of 5.5 million ounces, at the upper end of the 5.1 to 5.6 million ounce guidance range and copper production of 432 million pounds, above the guidance range as set out in our 2019 guidance

 

   

Debt net of cash at $2.2 billion was reduced by 47% from 2018, which reinforces our strong balance sheet, liquidity and financial flexibility for any disciplined capital allocation decisions

 

   

Generated free cash flow(2) in excess of $1.1 billion in 2019, a significant increase from $365 million in 2018 driven by our focus on Tier One Gold Assets(1), delivery of identified synergies at Nevada Gold Mines, an emphasis on cost reduction and the empowered regional management structure

 

   

Successful formation and integration of Nevada Gold Mines resulted in our North American operations delivering at the midpoint of their production and cost guidance ranges as well as contributing to free cash flow(1) growth

 

   

Increased plant availability and mining efficiency, particularly at Lumwana, which drove significant year-over-year improvement in copper production and costs

 

   

133% increase in dividend per share since the announcement of the Merger, supported by significant decrease in debt net of cash


 

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    Sustainable Profitability

Disciplined approach to growth, emphasizing long-term value for all stakeholders through increased returns, driven by a focus on return on capital, internal rate of return (IRR), and free cash flow(2)

 

   

Five-year business plan to be supported by a ten-year production outlook underscores our strategic objective of being sustainably profitable

 

   

As at December 31, 2019, our share price on the NYSE had increased by 78% since the Merger was announced. It has outperformed the broader market indices over the past five years

 

   

No fatalities and zero class 1 (high impact) environmental incidents recorded during the year, in line with the company target

 

   

Advanced our growth projects to production through evaluation, engineering, and development, including Cortez Deep South, Goldrush, Turquoise Ridge Third Shaft, the Pueblo Viejo Plant Expansion, and the Zaldivar Chloride Leach Project

 

   

Engaged with our host countries to recover and retain our license to operate and deliver on our commitment to responsible mining

 

   

Accelerated our transition to cleaner energy at Pueblo Viejo, Veladero, Nevada, Loulo-Gounkoto, and Kibali and raised the percentage of water recycling to 73%

Our 2020 Strategic Priorities

In 2020, we will implement a business plan that will focus on the following:

 

   

Strategic Initiatives:

 

 

Progress our objective of becoming the world’s most valued gold company

 

Optimize our portfolio and unlock our resource value and mineral inventory

 

Consider opportunities to add to our portfolio, focused on Tier One Gold Assets(1)

 

Dispose of non-core assets

 

   

Operational Excellence:

 

 

Execute our 2020 plans through delivery of all production and growth projects

 

Embed our DNA at all levels of the organization

 

Maintain ESG as a high priority in all our activities

 

Motivate employees to take personal responsibility for safety

 

Integrate business systems with fit for purpose processes to ensure effective decision making and execution

 

   

Sustainable Profitability:

 

 

Deliver a ten-year production outlook based on a long-term gold price of $1,200 per ounce

 

Deliver value for all our stakeholders through discovering, developing, and operating Tier One Gold Assets(1)

 

Become the mining partner of preference for host countries

 

Drive unit cost efficiencies throughout the business

 

Attract, retain, and develop an effective multicultural, multigenerational workforce that is agile, integrated and able to deliver on our plans across the globe

 

Maintain a sustainable dividend policy that delivers returns to shareholders

 

Refine and measure leadership effectiveness


 

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We have a shareholder-friendly compensation system that does not encourage unnecessary and excessive risk-taking.

What we do

 

 

 

 

We pay for performance

   

 

 

 

 

We maintain a robust Clawback Policy

 

 

We ensure that the long-term interests of our directors and management are one and the same

   

 

 

 

 

We design our compensation plans to mitigate undue risk-taking

 

 

We balance short-term and long-term incentive compensation for our Named Partners

   

 

 

 

 

We mandate double-trigger Change in Control provisions for all long-term incentive awards

 

 

We cap incentive plan payouts for our NEOs

   

 

 

 

 

We regularly review compensation

 

 

We stress-test incentive compensation programs, awards, and payouts

   

 

 

 

 

We hold an annual advisory vote on executive compensation

 

 

We maintain industry-leading minimum share ownership requirements for our Named Partners

   

 

 

 

 

We regularly and proactively engage with our shareholders and continuously use their feedback to refine our compensation practices

 

 

We require all employees, including our NEOs, to certify annually their compliance with the Code of Business Conduct and Ethics

   

 

 

 

 

We regularly consider the implications of the risks associated with the Company’s executive compensation programs and practices including through discussion by independent directors at our three standing committees

 

What we do not do

 

X

 

 

We do not guarantee incentive compensation

   

 

X

 

 

 

We do not permit hedging of our Company’s equity-based long-term incentive compensation and personal share ownership

X

 

 

We do not re-price equity-based incentive compensation awards

 

   

 

X

 

 

 

We do not grant deferred cash incentives for executive compensation purposes

 

X

 

 

We do not provide tax gross ups in connection with Change in Control severance payments

     

 

 

 

(1)

Barrick’s investment criteria are: (i) with respect to Tier One Gold Assets, assets with a reserve potential greater than five million ounces of gold that will generate an IRR of at least 15%; and (ii) with respect to Tier Two Gold Assets, assets with a reserve potential of greater than three million ounces of gold that will generate an IRR of at least 20% (in each case, based on our long-term gold price assumptions).

 

(2)

Free cash flow is a non-GAAP financial measure that does not have any standardized definition under IFRS and may not be comparable to similar measures of performance presented by other companies. It 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 measures, see “Other Information – Use of Non-GAAP Financial Performance Measures on page 94.


 

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Our Commitment to Corporate Governance

 

 

 

Effective governance is a foundation of our performance and success.

 

The following sections provide an overview of how we have continued to build the right Board with experience and expertise that complements our strategy, how we approach corporate governance, and how our Board oversees enterprise-wide risks.

Schedule A of this Circular contains a detailed description of our corporate governance practices in accordance with the applicable rules and standards of the Canadian Securities Administrators, the Toronto Stock Exchange (TSX), and the New York Stock Exchange (NYSE). We are committed to our governance practices being state-of-the-art and generally abide by the rules of the NYSE Standards, even though most of them do not directly apply to Barrick as a Canadian company.

Board Composition and Refreshment

Barrick has nominated nine directors for election at the Meeting who collectively represent the necessary mosaic of skills and experience that is relevant to our business and who serve as a voice of owners, by developing strategic priorities to create long-term value per share and ensuring that Barrick successfully executes these strategic priorities. Our Board includes international business leaders and mining industry professionals with expertise and experience working in all the jurisdictions in which Barrick operates and brings together diverse viewpoints and perspectives, exhibiting the skills, professional experience, and backgrounds necessary to best address the opportunities, challenges, and risks of our business.

The Board will continue to advance state-of-the-art governance practices including a rigorous annual evaluation process, which encompasses peer reviews and an assessment of the effectiveness of the Executive Chairman, the Lead Director, and Board committee chairs.

In furtherance of our initiative of ongoing Board renewal and our commitment to increasing the Board’s diversity, Barrick appointed Loreto Silva as a director in August 2019 following the untimely passing of Ms. María Ignacia Benítez in early 2019. Barrick identified Ms. Silva through a rigorous search and selection process overseen by our Corporate Governance & Nominating Committee. Ms. Silva brings to the Board significant expertise in large-scale infrastructure projects and wide-ranging experience in legal and government affairs with a specific focus in South America and increases the proportion of female Board nominees to 11%. In addition to Ms. Silva’s appointment, Barrick’s search for 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, is well-advanced.

We intend to continue our initiative of ongoing Board renewal, with a view to increasing 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.

Board and Senior Leadership Structure

Following completion of the Merger on January 1, 2019, John L. Thornton continued to serve as Executive Chairman of Barrick, providing leadership at the Board level and guiding business decisions on a macro level. Mark Bristow became President and Chief Executive Officer, overseeing the day-to-day operations of the business. Graham Shuttleworth became Senior Executive Vice-President, Chief Financial Officer and Kevin Thomson continued to serve as Senior Executive Vice-President, Strategic Matters.

The respective duties, responsibilities, and relationships among the Board, the Executive Chairman, and the President and Chief Executive Officer are described in greater detail below.

Board of Directors

In carrying out its oversight function, our Board of Directors, as the voice of all owners, reviews with management and sets the Company’s priorities in keeping with our purpose and values. See “Board Mandate and Responsibilities” in Schedule A of this Circular.

Executive Chairman

The Executive Chairman is appointed by the Board. His primary functions include providing leadership and direction to the Board, facilitating the functions and responsibilities of the Board according to its mandate, and assuming responsibility for the strategic

 

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initiatives of Barrick outlined below. In addition to the responsibilities applicable to all other directors, the Executive Chairman’s responsibilities include, among other things, working with the Board and the President and Chief Executive Officer to develop strategies for the Company’s future growth, to ensure that Barrick’s operations are managed according to best-in-class practices, and to maintain strong and constructive relationships with strategic partners, including host governments and stakeholders in countries of critical importance to Barrick. See “Our Governance and Leadership Structure – Executive Chairman” in Schedule A of this Circular.

President and Chief Executive Officer

The President and Chief Executive Officer is appointed by the Board and reports to the Executive Chairman and the Board. The President and Chief Executive Officer has overall responsibility, subject to the oversight of the Executive Chairman and the Board, for managing the Company’s business on a day-to-day basis and monitoring operational performance, general supervision of the business of the Company and the execution of the Company’s operating plans and, working with the Executive Chairman, execution of the Company’s strategic priorities. The President and Chief Executive Officer is responsible for managing the Company’s internal control framework and reporting to the Corporate Governance & Nominating Committee on Barrick’s progress towards its corporate responsibility objectives. Among other things, the President and Chief Executive Officer is also responsible for overseeing the implementation of our decentralized management ethos with a strong ownership culture, and streamlining management and operations to eliminate non-essential costs. See “Our Governance and Leadership Structure – President and Chief Executive Officer” in Schedule A of this Circular.

Regionally-Focused Leadership Teams

Under the oversight of the President and Chief Executive Officer, Barrick has implemented a flat management structure with a strong ownership culture through the establishment of regionally-focused leadership teams in each of the geographies where Barrick operates (i.e., North America, Latin America and Asia Pacific, and Africa and the Middle East). By delegating authority to the executives and teams that are directly responsible for overseeing these regions, while streamlining management and operations to eliminate non-essential costs, Barrick expects to be better-positioned to deliver long-term value to its shareholders.

In addition, Barrick has established leadership teams whose responsibility is to focus on: (i) finance, risk management, business assurance, information technology, and supply chain; (ii) strategic matters; (iii) exploration & geology; (iv) mineral resource management; (v) metallurgy, engineering, and capital projects; (vi) health, safety and environment, and sustainability; (vii) human resources; and (viii) corporate communications. Each of these teams, together with the regional operating teams, reports directly to the President and Chief Executive Officer whose objective is to ensure the seamless operation of the entire organization with a view to driving value creation.

Director Search Process

We identify director candidates through a rigorous search and selection process overseen by our Corporate Governance & Nominating Committee. As required, Barrick retains an external search firm to identify potential candidates. The aim of this process is to supplement the Board with individuals possessing complementary skills. In particular, consistent with our Diversity Policy, Barrick has been working to increase the gender diversity of its Board as it continues to seek out directors whose skills, professional experiences, and backgrounds are able to best address the opportunities, challenges, and risks of our business. With the nomination of Ms. Loreto Silva at the Meeting, 11% of the nominees to Barrick’s Board are women. We hope to increase the percentage of women on the Board and we are well-advanced in our search for a second highly qualified female candidate to join our Board. See “Our Commitment to Corporate Governance – Board Composition and Refreshment” on page 24.

Our Approach to Corporate Governance

 

 

   

 

 

Our Board is independent.

 

   

Board Independence: We adopted a minimum independence standard of two-thirds for our Board.

 

   

Committee Independence: All of our Board committees are comprised entirely of independent directors.

 

   

Independent Sessions: Our Corporate Governance Guidelines mandate that an in camera session follows every Board meeting (including special meetings) at which the independent directors meet without the non-independent directors and without any other officers or employees present.

 

   

Enhanced Board Interlocks Policy: Our guidelines limit the number of board interlocks that can exist at any time to no more than two and prohibit any senior executive of Barrick from serving on the board of directors of another public company if any senior executive of such other company serves on the Board of Barrick. A board interlock occurs when two or more of Barrick’s directors also serve together as directors of another public company.

 

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Our Board is effective.

 

   

Board Assessment: The Board, its committees, and individual directors participate in an annual assessment process in which the Lead Director and the Chair of the Corporate Governance & Nominating Committee jointly interview each of the directors. The interview process includes director peer reviews and specific questions relating to the effectiveness of the Executive Chairman, the Lead Director, and the committee Chairs. The results of the assessment process are reviewed with the entire Board, and the Lead Director and Chair of the Corporate Governance & Nominating Committee meet with the individual directors to share feedback from the peer reviews.

 

   

Continuing Education for Directors: We continue to enhance the ongoing education of our directors. Continuing education sessions are incorporated into almost all regularly scheduled Board meetings. For further details on the education program for 2019, see “Board Orientation and Continuing Education” in Schedule A of this Circular.

 

     

 

Our Board is responsive.

 

   

Shareholder Engagement Policy: The Board has adopted a formal Shareholder Engagement Policy. The Shareholder Engagement Policy is designed to facilitate an open dialogue and exchange of ideas between our Board and our shareholders. We encourage our shareholders to review the policy and to reach out to our directors to discuss matters of significance. The Shareholder Engagement Policy is available on our website at www.barrick.com/about/governance.

 

   

Majority Voting Policy: Any nominee proposed for election as a director who receives a greater number of votes withheld than votes in favor of his or her election, in an uncontested election, must promptly tender his or her resignation to the Executive Chairman, or in the case of the Executive Chairman, to the Lead Director. The resignation will be accepted absent exceptional circumstances.

 

   

Governance-Focused Shareholder Engagement: In the fall of 2019, the Lead Director and the Chair of the Compensation Committee met with significant shareholders to provide an update on Barrick’s compensation philosophy review and the progress achieved with the Executive Chairman’s redesigned compensation framework.

 

   

Sustainability-Focused Shareholder Engagement: Throughout 2019, the Group Sustainability Executive met with significant shareholders and leading ESG ratings firms to discuss Barrick’s sustainability vision, sustainability policies, site level sustainability performance, and approach to sustainability, including Board and management oversight of sustainability matters. Our Lead Director, Chair of the Compensation Committee, and Human Resources Executive also participated in discussions with shareholders to provide an overview of the Board’s role in overseeing the Company’s approach to sustainability and how sustainability performance is reflected in incentive compensation.

 

   

Nevada Gold Mines Analyst Day: In September 2019, Barrick hosted a site visit of the operations of Nevada Gold Mines for a group of 24 significant shareholders and key analysts. The President and Chief Executive Officer and Senior Executive Vice-President, Chief Financial Officer led the three-day visit, which highlighted Barrick’s long-term vision for generating shareholder value from Nevada Gold Mines. Operational, exploration, growth, and community updates were provided by the Executive Managing Director of Nevada Gold Mines, along with the senior leadership team of Nevada Gold Mines.

 

   

Quarterly Results Presentations: Throughout 2019, the President and Chief Executive Officer hosted four live presentations in Toronto, Canada and London, United Kingdom to discuss Barrick’s quarterly financial, operational, and exploration results, as well as updates on our strategy and organizational structure. Each quarterly results presentation was attended by approximately 50 significant shareholders, key analysts, and media journalists. These presentations were also broadcast live via audio webcast for those who could not attend in person.

 

      

 

Our approach to corporate governance evolves with state-of-the-art practices.

 

   

Enhanced Clawback Policy: Our Clawback Policy subjects incentive compensation paid or granted to the Executive Chairman; President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; Chief Operating Officer, Latin America and Asia Pacific; other Partners; and other select senior employees to clawback in cases of a material financial misstatement or a determination by the Board that wrongful conduct has occurred, in each case, that resulted in a participant receiving a higher amount of incentive compensation than would have been received absent the material misstatement or wrongful conduct, as applicable.

 

   

Share Ownership Policies for Non-Executive Directors and Executives: Barrick maintains minimum share ownership requirements for its directors, executives, and other officers. Non-executive directors are required to hold at least three times the value of their annual Board retainer in Barrick Shares and/or Deferred Share Units (DSUs) within five years of joining the Board. Our Executive Chairman is required to hold at least four times his salary in Barrick Shares and DSUs within three years of joining Barrick. Our President and Chief Executive Officer is required to hold ten times his salary in Barrick Shares, RSUs, and PGSUs within the later of five years from the date of his appointment and February 2025. Our other Named Partners are required to hold five times their salary in Barrick Shares, RSUs, and PGSUs within the later of five years from the date they become a Partner and February 2025. See “Report on Director Compensation and Equity Ownership – Director Share Ownership Requirements” on page 41 and “2019 Compensation of Named Executive Officers – Managing Compensation Risks – NEO Share Ownership Requirements” beginning on page 70.

 

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Anti-hedging Policy: Barrick has a formal anti-hedging policy prohibiting all officers and directors from hedging the economic exposure of their ownership of Barrick Shares and equity-based LTI compensation.

 

   

Innovative Approach to Disclosure: Since 2018, Barrick has issued an online digital information circular (Digital Circular) that modernizes the way that proxy materials are presented to shareholders and makes proxy-related information more accessible and interactive. Barrick’s 2020 Digital Circular will be available on our website at www.barrick.com/investors/agm starting in April 2020.

 

   

Enhanced Shareholder Communication: Barrick established a designated Investor Relations hotline to supplement the existing email address. The hotline provides shareholders with improved access to the Company and facilitates shareholder engagement. Shareholders may communicate their views to management through the Company’s Investor Relations Department at:

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

Risk Oversight

The Board believes that an enterprise-wide approach to risk management allows the Company to assess and mitigate risks most efficiently and effectively. The Board therefore expects management to:

 

 

maintain a framework that ensures we manage and mitigate risk effectively and in a manner that creates the greatest value;

 

 

integrate procedures for managing and mitigating risk into all of our important decision-making processes so that we reduce the effect of uncertainty on achieving our objectives;

 

 

ensure that the key controls we rely on to achieve the Company’s objectives are actively monitored so that they remain effective; and

 

 

provide assurance to the executives and relevant committees of the Board of Directors on the effectiveness of key control activities.

By further decentralizing our corporate office, we have continued to accelerate the pace at which information flows between leadership and our mines. This nimble structure enhances our risk management processes by promoting faster information sharing and greater transparency. We hold a Weekly Executive Review, which is the main forum to raise and discuss risks facing the operations and organization more broadly. The Weekly Executive Review is held among the President and Chief Executive Officer and other key executives, including the Senior Executive Vice-President, Strategic Matters; Senior Executive Vice-President, Chief Financial Officer; our regional Chief Operating Officers; and senior management.

The Board and its committees are responsible for overseeing the Company’s enterprise risk and internal control frameworks, risk management and major financial risks and financial reporting exposures, the alignment of Barrick’s executive compensation programs with strategic priorities, and the development of risk management programs relating to Barrick’s environmental, health and safety, corporate social responsibility, security, and human rights exposures. The Audit & Risk Committee assists the Board in, among other things, overseeing the Company’s management of enterprise risks as well as the implementation of policies and standards for monitoring and mitigating such risks.

During 2019, we continued to improve the quality of risk information provided to the Audit & Risk Committee, including concise and relevant risk information that facilitates meaningful discussions about key risks facing the organization and how they are being managed. In-depth briefings were delivered on specific topics to provide a more detailed understanding of risks and management’s risk mitigation strategies, where appropriate. For example, during 2019, in-depth briefings were provided to the Audit & Risk Committee on a range of topics, including on the integration of the former Randgold operations following the Merger and development of a new Group risk register reflecting Barrick’s new regional operating model; the formation of Nevada Gold Mines and the integration of the joint venture assets contributed by Newmont Corporation and now operated by Barrick; the consolidation of Acacia Mining plc’s Tanzanian operations by Barrick and risks related to the framework agreement to create a new partnership and settle outstanding disputes with the Government of Tanzania; and and tax risks, cybersecurity risks, and Barrick’s mine closure and tailings storage facility stewardship programs.

For a more detailed description of our risk oversight processes, see “Risk Oversight” in Schedule A of this Circular.

 

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Our Commitment to Managing Climate Change Risks

Barrick considers climate change, including shifts in temperature and precipitation and more frequent severe weather events, to be a company, community, and global concern. In 2019, following the Merger and formation of Nevada Gold Mines, Barrick reviewed and updated the climate change strategy it developed in 2017, which is aligned with Barrick’s overall business strategy to grow free cash flow per share(1) through safe and responsible mining. In recognition of the important link between energy use and greenhouse gas (GHG) emissions, in 2019, Barrick updated its GHG emissions reduction target to achieve reductions of at least 10% by 2030 (against a 2018 baseline that combines legacy Barrick and Randgold data), while maintaining a steady ounce production profile. By effectively managing our energy use and implementing renewable energy solutions, we can reduce our draw from local energy grids, reduce our GHG emissions, achieve more efficient production, and reduce direct mining costs.

Barrick’s climate change strategy has three pillars: (i) identify, understand, and mitigate the risks associated with climate change, (ii) measure and reduce Barrick’s impact on climate change, and (iii) improve our disclosure on climate change. Governance over climate-related risks and opportunities is provided at both the Board and management level.

The Corporate Governance & Nominating Committee, which meets quarterly, is responsible for overseeing Barrick’s policies, programs, and performance relating to the environment, including climate change. The Audit & Risk Committee assists the Board in overseeing the Company’s management of enterprise risks as well as the implementation of policies and standards for monitoring and mitigating such risks. Climate change is built into Barrick’s formal risk management process, outputs of which were reviewed by the Corporate Governance & Nominating Committee throughout 2019. In addition, the Audit & Risk Committee reviews the Company’s approach to climate change in the context of Barrick’s public disclosure.

In furtherance of its commitment to sustainability, Barrick established the E&S Committee. The E&S Committee is chaired by the President and Chief Executive Officer, and includes each of the regional Chief Operating Officers, Mine General Managers and health, safety, and environment and closure leads, as well as the Group Sustainability Executive and an independent sustainability consultant. The E&S Committee meets each quarter to review the Company’s sustainability performance and compliance with its sustainability policies, as well as to identify concerns and opportunities at the Company’s operations at an early stage. The E&S Committee reports include a quarterly update on climate change and greenhouse gas emissions by our mines. The President and Chief Executive Officer reviews the reports of the E&S Committee with the Corporate Governance & Nominating Committee on a quarterly basis as part of the Committee’s mandate to oversee Barrick’s environmental, safety and health, corporate social responsibility, and human rights programs, policies and performance.

 

(1)

Free cash flow is a non-GAAP financial performance measure with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other companies. For further details regarding non-GAAP financial performance measures, see “Other Information – Use of Non-GAAP Financial Performance Measures” on page 94.

 

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Directors

 

  

LOGO

 

  

 

 

The Board recommends a vote FOR all nominees listed below.

 

  

 

 

We believe our Board nominees must strike the right balance between those who have skills and experience necessary to ensure our business can secure its license to operate, and those who have technical and operating expertise and financial and business acumen.

 

Director Profiles

The following profiles present information about each of the nominees for election as director. Our directors are elected annually, individually, and by majority vote. Our majority voting policy provides that any nominee proposed for election as a director in an uncontested election who receives less than a majority of votes cast in favor of his or her election must promptly tender his or her resignation to the Executive Chairman or, in the case of the Executive Chairman, to the Lead Director for Board consideration. There are no contracts, arrangements, or understandings between any director or executive officer, or any other person, pursuant to which any of the nominees has been nominated for election as a director of the Company.

All other director information can be found in “Report on Director Compensation and Equity Ownership” beginning on page 40, “Committees of the Board” beginning on page 35, and in Schedule A of this Circular.

LOGO

Areas of Expertise

 

 

LOGO

  Mining Operations

 

LOGO

 

Health, Safety &

Environmental

 

LOGO

 

Capital Allocation &

Financial Acumen

 

LOGO

 

International Business

Experience and Global Partnerships

 

LOGO

 

Talent Development

and Allocation &

Partnership Culture

 

LOGO

 

Government and

Regulatory Affairs & Community Relations

 

LOGO

  M&A Execution

 

LOGO

 

 

 

Risk Management

 

 

Mark Bristow (61), Non-Independent, President and Chief Executive Officer of Barrick

 

 

Director since: January 2019

Beau Champ, Mauritius

  Nationality: South African
 
 

Mr. Bristow was appointed President and Chief Executive Officer of Barrick effective January 1, 2019, following completion of the Merger. Previously, since its incorporation in 1995, Mr. Bristow was the Chief Executive Officer of Randgold following his pioneering exploration work in West Africa. He subsequently led Randgold’s growth through the discovery and development of high quality assets into a major international gold mining business. Mr. Bristow played a pivotal role in promoting the emergence of a sustainable mining industry in Africa, and has a proven track record of delivering significant shareholder value. During his career, Mr. Bristow has held board positions at a number of global gold mining companies. Mr. Bristow holds a Doctorate in Geology from the University of KwaZulu-Natal in South Africa.

 

    Voting Results      Board and Committee Membership   Attendance  
  Year       For       Withheld     

Board of Directors

    6/6  
  2019       99.0%       1.0%       
  2018       N/A        N/A       
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years(1)

 
 

Rockwell Diamonds Inc.

    (2006 to Present)  
 

Randgold Resources Limited

    (1995 to 2018)  
   

 

Securities Held as at March 2, 2020

 
 

Common Shares(2)

DSUs

PGSUs

RSUs(3)

RSS Awards (Randgold legacy plan)(4)

Long-Term Incentive Plan Awards (Randgold legacy plan)(5)

   

5,526,661

Nil

500,187

97,670

129,086

480,404

 

 

 

 

 

 

 

 


    Meets share ownership requirement for President and Chief Executive Officer

 

(1)

As a result of provisional liquidation proceedings of its South African operating subsidiaries, Rockwell Diamonds Inc. (RDI) was unable to complete and file its audited financial statements for the year ended February 28, 2018, the corresponding management discussion and analysis, and applicable certificates by the prescribed deadline due to its current constraints and uncertainty of the outcome of the provisional liquidation process of its subsidiaries in South Africa. As a result, the Ontario Securities Commission issued a cease trade order in respect of RDI dated July 5, 2018 which remains in effect as of the date of this Circular.

 


 

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(2)

Mr. Bristow owns 4,757,508 Barrick Shares directly. In addition, Mr. Bristow holds 306,589 Barrick Shares pursuant to the exchange into Barrick Shares of the one-off Randgold CEO Award that was granted to him by Randgold in 2013. These Barrick Shares must be held for the duration of Mr. Bristow’s employment with Barrick. Mr. Bristow holds 77,500 Barrick Shares pursuant to the Randgold Annual Bonus Plan. These Barrick Shares are subject to a hold period ending on the earlier of January 1, 2021, and the date on which his employment with Barrick terminates. Mr. Bristow holds 177,736 Barrick Shares pursuant to the Randgold Co-Investment Plan. These Barrick Shares are subject to a hold period ending on the earlier of January 1, 2021, and the date on which his employment with Barrick terminates. Mr. Bristow holds 207,328 Barrick Shares pursuant to the Randgold Restricted Share Scheme (RSS). These Barrick Shares are subject to a hold period ending on the earlier of January 1, 2021, and the date on which his employment with Barrick terminates.

 

(3)

The RSUs were granted on February 11, 2020 in connection with the restructuring of the President and Chief Executive Officer’s 2019 grant of PGSUs. For additional information, see “Restructured Retention Award for the President and Chief Executive Officer and the Senior Executive Vice-President, Chief Financial Officer” on page 50.

 

(4)

Upon completion of the Merger, Barrick assumed certain outstanding awards granted by Randgold pursuant to the RSS prior to closing, and has agreed to satisfy such awards on vesting through the issuance of Barrick Shares (taking into account the exchange ratio of the Merger) on the same vesting schedule as applied to the relevant RSS award. Awards granted pursuant to the RSS are subject to performance conditions. Once vested, Barrick Shares issued pursuant to the RSS are subject to a two-year hold period.

 

(5)

Upon completion of the Merger, Barrick assumed certain outstanding awards granted by Randgold pursuant to its Long-Term Incentive Plan, and has agreed to satisfy such awards on vesting through the issuance of Barrick Shares (taking into account the exchange ratio of the Merger) on the same vesting schedule as applied to the relevant Long-Term Incentive Plan award. Awards granted pursuant to the Long-Term Incentive Plan are subject to performance conditions. Once vested, Barrick Shares issued pursuant to the Long-Term Incentive Plan are subject to a two-year hold period.

LOGO

Areas of Expertise

 

LOGO

 

Capital Allocation &

Financial Acumen

 

LOGO

 

 

Talent Development and Allocation &

Partnership Culture

 

LOGO

 

 

Government and

Regulatory Affairs

& Community

Relations

 

LOGO

 

 

International

Business

Experience and

Global Partnerships

 

 

Gustavo A. Cisneros (74), Independent

 

 

Director since: September 2003

Santo Domingo, Dominican Republic

  Nationality: Venezuelan and Spanish
 
 

Mr. Cisneros is the Chairman of Cisneros, a privately-held worldwide media, entertainment, telecommunications and consumer products organization. Additionally, he is the owner of Tropicalia, a large-scale, high-end, environmentally and socially responsible, tourism real estate development in the Dominican Republic. Mr. Cisneros is a member of Barrick’s International Advisory Board. He is also a senior advisor to RRE Ventures LLC, a venture capital firm. During his career, Mr. Cisneros has held board positions and other leadership roles at a number of organizations, including: Univision Communications, Chase Manhattan Bank, All-American Bottling Corporation, Spalding, the Panama Canal Authority, the United Nations Information and Communication Technologies Task Force, the Ibero-American Council for Productivity and Competitiveness, the Council for the Atlantic Institute of Government, The Nature Conservancy, Americas Society, the Council on Foreign Relations, The Museum of Modern Art (MoMA) and Harvard University. Mr. Cisneros holds honorary doctorate degrees from the University of Miami and Babson College and an undergraduate degree from Babson College.

 

    Voting Results      Board and Committee Membership   Attendance  
  Year       For       Withheld     

Board of Directors

    6/6  
  2019       85.8%       14.2%     

Compensation

    6/6  
  2018       95.4%       4.6%     

Corporate Governance & Nominating (Chair)

    4/4  
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 
 

None

 

   

 

Securities Held as at March 2, 2020

 
 

Common Shares

DSUs

   

11,000

149,602

 

 

 

 


   Meets share ownership requirement

 

 

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LOGO

Areas of Expertise

 

LOGO

 

Capital Allocation &

Financial Acumen

 

LOGO

 

 

Talent Development and Allocation &

Partnership Culture

 

LOGO

  M&A Execution

 

LOGO

 

 

International

Business

Experience and

Global Partnerships

 

LOGO

 

 

 

Risk Management

 

 

Christopher L. Coleman (51), Independent

 

 

Director since: January 2019

London, United Kingdom

  Nationality: British
 
 

Mr. Coleman is the group head of banking at Rothschild & Co. and has more than 25 years’ experience in the financial services sector, including corporate and private client banking and project finance. From 2008 until the completion of the Merger, Mr. Coleman served as a non-executive director of Randgold, including as non-executive Chairman of the board of directors, Chairman of the governance and nominating committee, and member of the remuneration committee. Beyond his service as a director of Randgold, Mr. Coleman has had long-standing involvement in the mining sector in Africa and globally. He is a director of NM Rothschild & Sons, chairman of Rothschild Bank International in the Channel Islands and serves on a number of other boards and committees of the Rothschild & Co. Group, which he joined in 1989. He is also a non-executive director of Papa John’s International, Inc. From 2001 to 2008, Mr. Coleman was a non-executive director of the Merchant Bank of Central Africa. Mr. Coleman holds an undergraduate degree from the London School of Economics and Political Science.

 

    Voting Results      Board and Committee Membership   Attendance  
  Year       For       Withheld     

Board of Directors

    6/6  
  2019       97.9%       2.1%     

Compensation (Chair)

    6/6  
  2018       N/A       N/A     

Corporate Governance & Nominating

    4/4  
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 
 

Papa John’s International, Inc.

    (2012 to Present)  
 

Randgold Resources Limited

    (2008 to 2018)  
   

 

Securities Held as at March 2, 2020

 
 

Common Shares

DSUs

   

121,334

16,644

 

 

 

   Meets share ownership requirement

 

LOGO

Areas of Expertise

 

 

LOGO

 

 

 

 

Risk Management

LOGO

 

Capital Allocation &

Financial Acumen

 

LOGO

  M&A Execution

 

LOGO

 

 

International

Business

Experience and

Global Partnerships

 

LOGO

 

 

Talent Development and Allocation &

Partnership

 

 

J. Michael Evans (62), Independent

 

 

Director since: July 2014

New York, NY, USA

  Nationality: Canadian
 
 

Mr. Evans is the President of Alibaba Group Holding Ltd. and a director of the company, a position he has held since August 2015. Prior to becoming President, Mr. Evans was an independent director and member of the audit committee of Alibaba Group Holding Ltd. with responsibility, among other things, for the oversight and evaluation of operating and financial risk and internal controls. He served as Vice Chairman of The Goldman Sachs Group, Inc. from February 2008 until his retirement in December 2013. Mr. Evans was Chairman of Goldman Sachs’ Asia operations from 2004 to 2013 and held various leadership positions within the firm’s securities business, including global head of equity capital markets. As the co-head of Goldman Sachs’ securities division for seven years, Mr. Evans was responsible, with the other division co-heads, among other things, for the continuous review of risk including operating and financial risk. He is a board member of City Harvest. He is also a trustee of the Asia Society and a member of the Advisory Council for the Bendheim Center for Finance at Princeton University. Mr. Evans holds an undergraduate degree from Princeton University. Mr. Evans won a gold medal for Canada at the 1984 summer Olympics in men’s eight rowing.

 

    Voting Results      Board and Committee Membership   Attendance  
  Year       For       Withheld     

Board of Directors

    6/6  
  2019       99.5%       0.5%     

Audit & Risk

    4/4  
  2018       99.3%       0.7%       
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 
 

Alibaba Group Holding Ltd.

    (2014 to Present)  
   

 

Securities Held as at March 2, 2020

 
 

Common Shares

DSUs

   

Nil

89,892

 

 

 

 


   Meets share ownership requirement

 

 

Barrick Gold Corporation  |  2020 Circular      31  


Table of Contents

LOGO

Areas of Expertise

 

LOGO

 

Government and

Regulatory Affairs

& Community

Relations

 

LOGO

 

 

Talent Development and Allocation &

Partnership Culture

 

LOGO

  M&A Execution

 

LOGO

 

 

Capital Allocation &

Financial Acumen

 

 

Brian L. Greenspun (73), Independent

 

 

Director since: July 2014

Henderson, NV, USA

  Nationality: American
 
 

Mr. Greenspun is the Publisher and Editor of the Las Vegas Sun. He is also Chairman and Chief Executive Officer of Greenspun Media Group. Mr. Greenspun has been appointed to two U.S. Presidential Commissions. In the early 1990s, he was appointed by President Bill Clinton to the White House Commission on Small Business. In December 2014, he was appointed by President Barack Obama to the Commission for the Preservation of America’s Heritage Abroad. He is a Trustee of The Brookings Institution, the University of Nevada Las Vegas Foundation, and the Simon Wiesenthal Museum of Tolerance. He is active in numerous civic and charitable organizations in the Las Vegas community. Mr. Greenspun holds a law degree and an undergraduate degree from Georgetown University.

 

    Voting Results      Board and Committee Membership   Attendance  
  Year       For       Withheld     

Board of Directors

    6/6  
  2019       96.3%       3.7%     

Compensation

    6/6  
  2018       99.2%       0.8%     

Corporate Governance & Nominating

    4/4  
          


Overall Attendance

 

 

    100%  
   

 

Other Public Boards During Past Five Years

 
 

None

 
   

 

Securities Held as at March 2, 2020

 
 

Common Shares

DSUs

   

31,185

67,419

 

 

 

   Meets share ownership requirement

 

LOGO

Areas of Expertise

 

 

LOGO

  Mining Operations

 

LOGO

 

Health, Safety &

Environmental

 

LOGO

 

 

Talent

Development and

Allocation &

Partnership Culture

LOGO

 

Capital Allocation &

Financial Acumen

 

LOGO

 

 

 

Risk Management

 

 

J. Brett Harvey (69), Independent, Lead Director

 

 

Director since: December 2005

Mesquite, NV, USA

  Nationality: American
 
 

Mr. Harvey was Chairman Emeritus of CONSOL Energy Inc., a coal, gas, and energy services company from May 2016 to May 2017. He was CONSOL Energy Inc.’s Chairman from January 2015 to May 2016, Executive Chairman from May 2014 to January 2015, Chairman and Chief Executive Officer from June 2010 to May 2014, and Chief Executive Officer from January 1998 to June 2010. From January 2009 to May 2014, he was also the Chairman and Chief Executive Officer of CNX Gas Corporation, a subsidiary of CONSOL Energy Inc. He began his business career in mining, joining the Kaiser Steel Company in 1979 at the Sunnyside Mine in Utah, and, in 1984, he was appointed as Vice President and General Manager of Kaiser Coal of New Mexico. Mr. Harvey also served as Vice President, Mining for PacifiCorp. In 2016, he received the Charles F. Rand Memorial Gold Medal, awarded by the Society for Mining, Metallurgy and Exploration for distinguished achievement in mining administration. Mr. Harvey is the former chair of the National Mining Association and of the Coal Industry Advisory Board to the International Energy Agency. He is a member of the National Executive Board of the Boy Scouts of America and a director and past chairman of the Laurel Highlands Council of the Boy Scouts. Mr. Harvey holds an undergraduate degree in mining engineering from the University of Utah.

 

    Voting Results      Board and Committee Membership   Attendance  
  Year       For       Withheld     

Board of Directors

    6/6  
  2019       97.0%       3.0%     

Audit & Risk (Chair)

    4/4  
  2018       97.0%       3.0%     

Compensation

    6/6  
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 
 

Warrior Met Coal Inc.

    (2017 to Present)  
 

Allegheny Technologies Inc.

    (2007 to Present)  
 

CONSOL Energy Inc.

    (1998 to 2016)  
   

 

Securities Held as at March 2, 2020

 
 

Common Shares

DSUs

   

29,175

121,247

 

 

 

 


   Meets share ownership requirement

 

 

32   Barrick Gold Corporation  |  2020 Circular


Table of Contents

LOGO

Areas of Expertise

 

 

LOGO

  Mining Operations

 

LOGO

 

 

Capital Allocation &

Financial Acumen

 

LOGO

 

 

 

Risk Management

 

LOGO

  M&A Execution

 

LOGO

 

 

International

Business

Experience and

Global Partnerships

 

 

Andrew J. Quinn (66), Independent

 

 

Director since: January 2019

Llanboidy, Carmarthenshire, United Kingdom

  Nationality: British
 
 

Mr. Quinn was head of Mining Investment Banking for Europe and Africa at Canadian Imperial Bank of Commerce for 15 years prior to his retirement in 2011. From 2011 until 2018, he served as a non-executive director of Randgold, including the roles of Senior Independent Director, Chairman of the remuneration committee, and member of the audit committee. Since 2016, Mr. Quinn has served as a non-executive director of the London Bullion Market Association, the international trade association which oversees the over-the-counter trading market for gold and silver. He has over 40 years of experience in the mining industry, including positions at Anglo American, Greenbushes Tin, and The Mining Journal. Prior to joining Canadian Imperial Bank of Commerce in 1996, he worked for 12 years at James Capel & Co. Limited (later HSBC Investment Banking). Mr. Quinn holds an undergraduate degree in Mineral Exploitation (Mining Engineering) from Cardiff University.

 

    Voting Results      Board and Committee Membership   Attendance  
  Year       For       Withheld     

Board of Directors

    6/6  
  2019       99.0%       1.0%     

Audit & Risk

    4/4  
  2018       N/A       N/A       
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 
 

Randgold Resources Limited

    (2011 to 2018)  
   

 

Securities Held as at March 2, 2020

 
 

Common Shares

DSUs

   

72,481

16,644

 

 

 

   Meets share ownership requirement

 

LOGO

Areas of Expertise

 

 

LOGO

 

Health, Safety and

Environmental

 

LOGO

 

 

Talent Development and Allocation &

Partnership Culture

 

LOGO

 

 

International Business

Experience and Global Partnerships

 

LOGO

 

 

Government and

Regulatory Affairs & Community Relations

 

LOGO

 

 

 

Risk Management

 

 

Loreto Silva (55), Independent

 

 

Director since: August 2019

Santiago, Chile

  Nationality: Chilean
 
 

Ms. Silva serves as a partner at the Chilean law firm Bofill Escobar Silva Abogados, where her practice focuses on complex infrastructure development projects, natural resources, and public utilities. She also serves as the chairwoman of the board of ENAP, Chile’s national petroleum company. An accomplished legal professional with over two decades of experience in both the private and public sectors, Ms. Silva started her career as a lawyer for the Chilean Chamber of Construction where she helped develop the country’s sanitary and public works concession systems. She specialized in public works concession contracts, competition, water resource management as well as the development of electric, sanitary, and infrastructure projects. In 2010, Ms. Silva was appointed Vice Minister of Public Works and became Minister of the department at the end of 2012. As Minister, she promoted and led complex infrastructural works such as the bridge over the Chacao Channel and the Américo Vespucio Oriente highway. She also led the development of the National Water Resource Strategy and is currently director of the Arbitration and Mediation Center of the Santiago Chamber of Commerce, director at the Infrastructure Policy Council, and member of Women Corporate Directors. Ms. Silva has been named one of Chile’s 100 leading woman leaders on four occasions. She holds a law degree from the University of Chile.

 

    Voting Results      Board and Committee Membership   Attendance  
  Year       For       Withheld     

Board of Directors

    2/2  
  2019       N/A       N/A     

Corporate Governance & Nominating(6)

    N/A  
  2018       N/A       N/A       
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 
 

Empresa Nacional del Petróleo (ENAP)

    (2018 to Present)  
 

Aguas Andinas

    (2017 to Present)  
 

ENEL America

    (2016)  
   

 

Securities Held as at March 2, 2020

 
 

Common Shares

DSUs

   

Nil

3,773

 

 

 

 


    Has until August 9, 2024 to meet share ownership requirement

 

(6)

Ms. Silva became a member of the Corporate Governance & Nominating Committee on February 11, 2020.

 

Barrick Gold Corporation  |  2020 Circular      33  


Table of Contents

LOGO

Areas of Expertise

 

LOGO

  M&A Execution

 

LOGO

 

 

Capital Allocation &

Financial Acumen

 

LOGO

 

 

International

Business

Experience and

Global Partnerships

 

LOGO

 

 

Talent Development and Allocation &

Partnership Culture

 

LOGO

 

 

 

Risk Management

 

LOGO

 

 

Government and

Regulatory Affairs & Community Relations

 

 

John L. Thornton (66), Non-Independent, Executive Chairman of Barrick

 

 

Director since: February 2012

Palm Beach, FL, USA

  Nationality: American
 
 

Mr. Thornton was appointed Executive Chairman of Barrick on April 30, 2014. From June 5, 2012 to April 29, 2014, Mr. Thornton was Co-Chairman of Barrick. He is also Chairman of Silk Road Finance Corporation, an Asian investment firm, and Non-Executive Chairman of PineBridge Investments, a global asset manager. He is a Professor, Director of the Global Leadership Program, and a Member of the Advisory Board of the Tsinghua University School of Economics and Management in Beijing. He is also Chairman Emeritus of the Brookings Institution in Washington, D.C. He retired in 2003 as President and a member of the board of The Goldman Sachs Group, Inc. Mr. Thornton is Co-Chair of the Asia Society, and is also a trustee, advisory board member or member of the China Investment Corporation (CIC), Confucius Institute Headquarters, King Abdullah University of Science and Technology, McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership Academy. He is also Vice Chairman of the Morehouse College Board of Trustees. Mr. Thornton holds an undergraduate degree from Harvard College, a degree in jurisprudence from Oxford University, and a Master’s degree from the Yale School of Management.

 

    Voting Results    Board and Committee Membership   Attendance  
  Year       For       Withheld   

Board of Directors

    6/6  
  2019       94.8%       5.2%     
  2018       93.7%       6.3%     
        

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 
 

Ford Motor Company

    (1996 to Present)  
   

 

Securities Held as at March 2, 2020

 
 

Common Shares(7)(8)(9)

DSUs

   

5,215,000

1,169

 

 

 

    Meets share ownership requirement for Executive Chairman

 

(7)

As at March 2, 2020, Mr. Thornton owns 4,200,219 Barrick Shares directly and 59,970 Barrick Shares indirectly through a Rollover IRA and 500,000 Barrick Shares indirectly through a Grantor Retained Annuity Trust. Mr. Thornton also exercises control or direction over 240,600 Barrick Shares held in the names of his wife and children. In addition, 214,211 Barrick Shares are held in family trusts for the benefit of Mr. Thornton’s children and for which his wife is the trustee. Mr. Thornton does not have beneficial interest in or control over these Barrick Shares held in trust.

 

(8)

On March 18, 2020 and March 19, 2020, Mr. Thornton used 60% of his 2019 after-tax LTI award to purchase a total of 59,280 Barrick Shares.

 

(9)

In late March 2020, due to personal portfolio considerations, Mr. Thornton sold a portion of the Barrick Shares that he purchased using his personal funds which were not subject to holding restrictions. The sales were completed during the permitted open period following the release of Barrick’s 2019 year-end results. Mr. Thornton confirmed that he would continue to retain and seek to build on what remains a meaningful equity stake in Barrick and that he looks forward to participating in the value created by the many exciting long-term growth opportunities being realized by Barrick’s strong management team.

 

34   Barrick Gold Corporation  |  2020 Circular


Table of Contents

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 on our website 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.

 

Barrick Gold Corporation  |  2020 Circular      35  


Table of Contents

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 Organization

  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.

 

36   Barrick Gold Corporation  |  2020 Circular


Table of Contents

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” on page 66.

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

 

 

 

Barrick Gold Corporation  |  2020 Circular      37  


Table of Contents

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

 

38   Barrick Gold Corporation  |  2020 Circular


Table of Contents

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” beginning on page 29.

Meeting Attendance of Director Nominees

 

    Director

 

 

Board
Meetings

 

    Committee Meetings    

Total
Board and
Committee
Meetings
to December
31, 2019

 

 
 

Audit &

Risk

 

   

Compensation

 

   

Corporate

Governance

& Nominating

 

 

 

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.

 

Barrick Gold Corporation  |  2020 Circular      39  


Table of Contents

Report on Director Compensation and Equity Ownership

Overall Objectives of the Director Compensation Program

 

 

As a voice of all owners, and as owners themselves, our directors are compensated for their oversight, accountability, and stewardship of the Company.

 

The following sections provide an overview of our director compensation program, including how compensation is delivered to our non-executive director nominees and their share ownership requirements. The term “non-executive directors” in this Circular refers to those directors who are not officers or employees of the Company.

Director Compensation Structure

The Compensation Committee oversees director compensation and periodically reviews the appropriateness of the compensation arrangements for our non-executive directors to ensure competitiveness.

In the first quarter of 2019, following the completion of the Merger, the Compensation Committee reviewed the director compensation structure with advice from its independent compensation consultant, Willis Towers Watson. The objectives of the review included (1) ensuring that the compensation levels support the attraction and retention of highly qualified and diverse board members, and (2) ensuring that the compensation levels are commensurate with the increased demands on the non-executive directors following the reconstitution and streamlining of the committees of the Board. As part of this review, Willis Towers Watson provided benchmarking data from Barrick’s Global Peer Group and data from other international mining and general industry companies, with a particular focus on those in Canada and the U.S. Following this review, on May 7, 2019, the Compensation Committee recommended and the Board approved the following new director compensation arrangements, which are applicable to all non-executive directors who were on the Board when the change was approved, effective as of January 1, 2019. Directors who are officers of the Company do not receive any compensation for their services as directors.

 

   

 

   Type of Fee

   Amount  

 

   Annual Retainer

Retainers are paid in four installments following the end of each quarter of service as a Board member. Directors are required to receive at least $175,000 (approximately 63.6%) of their annual director retainer in the form of DSUs. All directors have the option to elect to receive up to 100% of their annual retainer in DSUs or in cash to purchase Barrick Shares that cannot be sold, transferred, or otherwise disposed of until the director leaves the Board.

  

 

 

 

$275,000

 

 

 

   Committee and Other Fees

Directors receive additional committee fees that are paid quarterly in cash.

  

 

   Audit & Risk Committee

Chairperson

Member

    

$40,000

$20,000

 

 

 

   Compensation Committee

Chairperson

Member

    

$40,000

$20,000

 

 

 

   Corporate Governance & Nominating Committee

Chairperson

Member

    

$25,000

$15,000

 

 

 

   Lead Director

     $50,000  

 

   Meeting Fees

     N/A  

No Other Compensation

Non-executive directors do not receive any cash incentive compensation or pension benefits. Since 2004, DSUs have been the only form of equity awards granted to non-executive directors.

Director Equity Awards

Deferred Share Unit Plan

Each DSU is a share unit that is equal in value to a Barrick Share and is fully vested upon grant, but is not paid out until the director leaves the Board. Following a director’s departure from the Board, the director may elect, at any time up to the end of the calendar year, to have his or her DSUs redeemed for cash based on the value of Barrick Shares on a redemption date subsequent to his or her notice of resignation from the Board.

Director Stock Options

Non-executive directors of the Company have not received options since 2003. The Stock Option Plan (2004) (the 2004 Plan) specifically excludes non-executive directors from receiving options under the 2004 Plan. No current director of the Company owns any options.

 

40   Barrick Gold Corporation  |  2020 Circular


Table of Contents

Director Share Ownership Requirements

In order to drive emotional and financial ownership among our directors, Barrick requires directors to own Barrick Shares and/or DSUs having a minimum value established by the Board. Barrick Shares held in trust are counted towards the fulfillment of the minimum share ownership requirement. The minimum share ownership requirements are as follows:

 

   

Executive Chairman: The Executive Chairman is required to hold Barrick Shares and/or DSUs worth a total value of at least four times his annual pre-tax salary and has three years from the date of his appointment to fulfill the share ownership requirement.

 

   

Non-executive directors: Each non-executive director is required to hold at least three times his or her annual Board retainer worth of Barrick Shares and/or DSUs and has five years from the date of his or her initial election or appointment to fulfill the share ownership requirement.

The minimum share ownership requirement for non-executive directors is evaluated annually on December 31 and is subject to a grace period whereby if the market value of a director’s equity interest in the Company falls below the minimum share ownership requirement due to a significant decrease in the price of Barrick Shares, such director will have two years from the end of the fiscal quarter in which the value first fell below the minimum requirement to once again meet the requirement. As at December 31, 2019, all directors except Ms. Silva (who was appointed to the Board in August 2019) have met their share ownership requirements. Ms. Silva has until August 9, 2024 to meet her share ownership requirement.

The following table provides details of the share ownership of our director nominees, other than Messrs. Bristow and Thornton, whose share ownership requirements are disclosed under “2019 Compensation of Named Executive Officers – Managing Compensation Risks – NEO Share Ownership Requirements” beginning on page 70.

Share Ownership of Director Nominees

 

Name

  Date  

Value of

Barrick

Shares

 

(# of Barrick

Shares)

   

Value of
DSUs

 

(# of DSUs)

   

Total Value of

Barrick Shares

and DSUs(1)

 

(# of Barrick

Shares and DSUs)

   

Value as Multiple

of Retainer or
Salary as at

December 31, 2019

   

Share

Ownership

Requirement

Met as at

December 31, 2019

 

()

 

(a)

 

 

(b)

 

 

(c)

 

   

(d)

 

   

(e)

 

   

(f)

 

   

(g)

 

 

 

  Gustavo A. Cisneros

 

 

December 31, 2019

 

 

 

 

$204,490

(11,000)

 

 

 

 

 

 

 

$2,781,101

(149,602)

 

 

 

 

 

 

 

$2,985,591

(160,602)

 

 

 

    10.9x        
   

 

March 2, 2020

 

 

 

 

$218,460

(11,000)

 

 

 

 

 

 

 

$2,971,096

(149,602)

 

 

 

 

 

 

 

$3,189,556

(160,602)

 

 

 

 

  Christopher L. Coleman

 

 

December 31, 2019

 

 

 

 

$2,255,599

(121,334)

 

 

 

 

 

 

 

$309,412

(16,644)

 

 

 

 

 

 

 

$2,565,011

(137,978)

 

 

 

    9.3x        
   

 

March 2, 2020

 

 

 

 

$2,409,693

(121,334)

 

 

 

 

 

 

 

$330,550

(16,644)

 

 

 

 

 

 

 

$2,740,243

(137,978)

 

 

 

 

  J. Michael Evans

 

 

December 31, 2019

 

 

 

 

Nil

(Nil)

 

 

 

 

 

 

 

$1,671,092

(89,892)

 

 

 

 

 

 

 

$1,671,092

(89,892)

 

 

 

    6.1x        
   

 

March 2, 2020

 

 

 

 

Nil

(Nil)

 

 

 

 

 

 

 

$1,785,255

(89,892)

 

 

 

 

 

 

 

$1,785,255

(89,892)

 

 

 

 

  Brian L. Greenspun

 

 

December 31, 2019

 

 

 

 

$579,729

(31,185)

 

 

 

 

 

 

 

$1,253,319

(67,419)

 

 

 

 

 

 

 

$1,833,048

(98,604)

 

 

 

    6.7x        
   

 

March 2, 2020

 

 

 

 

$619,334

(31,185)

 

 

 

 

 

 

 

$1,338,941

(67,419)

 

 

 

 

 

 

 

$1,958,275

(98,604)

 

 

 

 

  J. Brett Harvey

 

 

December 31, 2019

 

 

 

 

$542,363

(29,175)

 

 

 

 

 

 

 

$2,253,982

(121,247)

 

 

 

 

 

 

 

$2,796,345

(150,422)

 

 

 

    10.2x        
   

 

March 2, 2020

 

 

 

 

$579,416

(29,175)

 

 

 

 

 

 

 

$2,407,965

(121,247)

 

 

 

 

 

 

 

$2,987,381

(150,422)

 

 

 

 

  Andrew J. Quinn

 

 

December 31, 2019

 

 

 

 

$1,347,422

(72,481)

 

 

 

 

 

 

 

$309,412

(16,644)

 

 

 

 

 

 

 

$1,656,834

(89,125)

 

 

 

    6.0x        
   

 

March 2, 2020

 

 

 

 

$1,439,473

(72,481)

 

 

 

 

 

 

 

$330,550

(16,644)

 

 

 

 

 

 

 

$1,770,023

(89,125)

 

 

 

 

  Loreto Silva

 

 

December 31, 2019

 

 

 

 

Nil

(Nil)

 

 

 

 

 

 

 

$70,140

(3,773)

 

 

 

 

 

 

 

$70,140

(3,773)

 

 

 

    0.3x       N/A  
   

 

March 2, 2020

 

 

 

 

Nil

(Nil)

 

 

 

 

 

 

 

$74,932

(3,773)

 

 

 

 

 

 

 

$74,932

(3,773)

 

 

 

 

(1)

The values of Barrick Shares and DSUs are based on the closing price of Barrick Shares on the NYSE at December 31, 2019 ($18.59), the last trading day in 2019, and March 2, 2020 ($19.86).

 

Barrick Gold Corporation  |  2020 Circular      41  


Table of Contents

Director Compensation Summary for 2019

The following table provides details of the compensation for Barrick’s directors during 2019, other than Messrs. Bristow and Thornton, whose compensation is disclosed in “2019 Compensation of Named Executive Officers – Summary Compensation Table” on page 76 and who received no additional compensation as a result of their service as directors of Barrick.

Director Compensation Table for the Year Ended December 31, 2019(1)     

 

   Name    2019 Committee
Memberships
   Fees
Earned(2)
     Share-Based
Awards(2)
     Option-Based
Awards
     All Other
Compensation
     Total
Compensation
 
   (a)    (b)    (c)      (d)      (e)      (f)      (g)  

 

María Ignacia Benítez(3)

  

 

N/A

  

 

 

 

$33,269

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

$33,269

 

 

 

Gustavo A. Cisneros(4)

  

 

CG&N (Chair);
Compensation

  

 

 

 

$45,000

 

 

  

 

 

 

$275,000

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

$320,000

 

 

 

Christopher L. Coleman(5)

  

 

Compensation
(Chair);
CG&N

  

 

 

 

$55,000

 

 

  

 

 

 

$275,000

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

$330,000

 

 

 

J. Michael Evans(6)

  

 

Audit & Risk

  

 

 

 

$20,000

 

 

  

 

 

 

$275,000

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

$295,000

 

 

 

Brian L. Greenspun(7)

  

 

CG&N;
Compensation

  

 

 

 

$103,750

 

 

  

 

 

 

$206,250

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

$310,000

 

 

 

J. Brett Harvey(8)

  

 

Audit & Risk
(Chair);
Compensation

  

 

 

 

$110,000

 

 

  

 

 

 

$275,000

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

$385,000

 

 

 

Andrew J. Quinn(9)

  

 

Audit & Risk

  

 

 

 

$20,000

 

 

  

 

 

 

$275,000

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

$295,000

 

 

 

Loreto Silva(10)

  

 

N/A

  

 

 

 

$39,402

 

 

  

 

 

 

$68,954

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

$108,356

 

 

 

(1)

Compensation for non-executive directors is paid in U.S. dollars.

 

(2)

Figures shown in the Fees Earned column reflect the portion of the annual retainer paid in the form of cash, as well as additional retainers paid to certain directors in cash, as described in “Director Compensation Structure” on page 40. Figures in the Share-Based Awards column reflect the portion of the annual retainer paid in the form of DSUs. Messrs. Cisneros, Coleman, Evans, Harvey, and Quinn elected to receive 100% of the director retainer in DSUs. Ms. Benítez and Mr. Greenspun elected to receive 75% of the director retainer in DSUs. Ms. Silva elected to receive the mandated portion of the director retainer in DSUs, equivalent to approximately 64%. See “Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2019” table on page 44 for the total value realized upon vesting of the DSUs awarded to directors for their services as directors for 2019.

 

(3)

Ms. Benítez joined the Board on April 24, 2018. Ms. Benítez passed away on February 28, 2019, prior to the approval of the changes to the director compensation structure that were approved on May 7, 2019. She received a prorated director’s retainer of $32,778 as a member of the Board from January 1, 2019 to February 28, 2019 and a prorated fee of $491 for her membership on the Audit & Risk Committee over the same period, commensurate with the terms of the legacy director compensation structure.

 

(4)

Mr. Cisneros received a fee of $25,000 for his role as the Chair of the Corporate Governance & Nominating Committee and $20,000 for his membership on the Compensation Committee

 

(5)

Mr. Coleman received a fee of $40,000 for his role as the Chair of the Compensation Committee and $15,000 for his membership on the Corporate Governance & Nominating Committee.

 

(6)

Mr. Evans received a fee of $20,000 for his membership on the Audit & Risk Committee.

 

(7)

Mr. Greenspun received a fee of $15,000 for his membership on the Corporate Governance & Nominating Committee and $20,000 for his membership on the Compensation Committee.

 

(8)

Mr. Harvey received a fee of $40,000 for his role as Chair of the Audit & Risk Committee, a fee of $20,000 for his membership on the Compensation Committee, and a fee of $50,000 for his role as the Lead Director.

 

(9)

Mr. Quinn received a fee of $20,000 for his membership on the Audit & Risk Committee.

 

(10)

Ms. Silva joined the Board on August 9, 2019 and she received a prorated director’s retainer of $108,356 as a member of the Board from August 9, 2019 to December 31, 2019. Ms. Silva became a member of the Corporate Governance & Nominating Committee on February 11, 2020.

 

42   Barrick Gold Corporation  |  2020 Circular


Table of Contents

Aggregate Option Exercises During Financial Year Ended December 31, 2019

None of our directors have outstanding stock options.

Outstanding Share-Based Awards and Option-Based Awards as at Year Ended December 31, 2019

The following table provides information for all unvested share-based awards and all option awards outstanding as at December 31, 2019 for directors other than Messrs. Bristow and Thornton, whose awards are disclosed in “2019 Compensation of Named Executive Officers – Incentive Plan Award Tables – Outstanding Share-Based Awards and Option-Based Awards as at Year Ended December 31, 2019” on page 79.

 

    Option Awards           Share-Based Awards(1)  

Name

 

Number of
Securities
Underlying
Unexercised
Options

(#)

   

Option
Exercise
Price

($)

    Option
Expiration
Date
    Value of
Unexercised In-
the-Money
Options or
Similar
Instruments
          Number of
Shares or Units
That Have Not
Vested
    Market or Payout
Value of Share-
Based Awards
That Have Not
Vested
    Market or
Payout Value
of Vested
Share-Based
Awards Not
Paid Out or
Distributed(2)
 

(a)

  (b)     (c)     (d)     (e)           (f)     (g)     (h)  
                 

María Ignacia Benítez(3)

 

   

 

Nil

 

 

 

                                   

 

Nil

 

 

 

           

 

Nil

 

 

 

Gustavo A. Cisneros

 

   

 

Nil

 

 

 

                                   

 

Nil

 

 

 

           

 

$2,781,101

 

 

 

Christopher L. Coleman

 

   

 

Nil

 

 

 

                                   

 

Nil

 

 

 

           

 

$309,412

 

 

 

J. Michael Evans

 

   

 

Nil

 

 

 

                                   

 

Nil

 

 

 

           

 

$1,671,092

 

 

 

Brian L. Greenspun

 

   

 

Nil

 

 

 

                                   

 

Nil

 

 

 

           

 

$1,253,319

 

 

 

J. Brett Harvey

 

   

 

Nil

 

 

 

           

 

Nil

 

 

 

     

 

$2,253,982

 

 

 

                 

Andrew J. Quinn

 

   

 

Nil

 

 

 

                                   

 

Nil

 

 

 

           

 

$309,412

 

 

 

Loreto Silva

 

   

 

Nil

 

 

 

                                   

 

Nil

 

 

 

           

 

$70,140

 

 

 

 

(1)

Non-executive directors are awarded DSUs which vest immediately upon grant but must be retained until the director leaves the Board, at which time the cash value of the DSUs will be paid out. See the “Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2019” table below for information on the DSUs awarded to directors in 2019.

 

(2)

The amounts shown in column (h) are the value of the total number of DSUs held by each director as at December 31, 2019, multiplied by the closing price of Barrick Shares on the NYSE on December 31, 2019 ($18.59).

 

(3)

Ms. Benítez’s DSUs were redeemed for cash on December 20, 2019.

 

Barrick Gold Corporation  |  2020 Circular      43  


Table of Contents

Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2019

The following table provides information for each of the directors, other than Messrs. Bristow and Thornton, whose awards are disclosed in 2019 Compensation of Named Executive Officers – Incentive Plan Award Tables – Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2019” on page 80, on the value that would have been realized upon vesting of share-based awards during the year ended December 31, 2019.

 

Name

(a)

  

Option-Based Awards –
Value Vested

During the Year(1)

 

(b)

    

Share-Based Awards –
Value Vested
During the Year(2)

 

(c)

    

Non-Equity   
Incentive Plan   
Compensation –   
Value Earned   
During the Year   

 

(d)   

 

María Ignacia Benítez(3)

 

    

 

Nil

 

 

 

    

 

$1,485

 

 

 

    

 

Nil   

 

 

Gustavo A. Cisneros(4)

 

    

 

Nil

 

 

 

    

 

$302,267

 

 

 

    

 

Nil   

 

 

Christopher L. Coleman(5)

 

    

 

Nil

 

 

 

    

 

$276,148

 

 

 

    

 

Nil   

 

 

J. Michael Evans(6)

 

    

 

Nil

 

 

 

    

 

$290,422

 

 

 

    

 

Nil   

 

 

Brian L. Greenspun(7)

 

    

 

Nil

 

 

 

    

 

$217,816

 

 

 

    

 

Nil   

 

 

J. Brett Harvey(8)

 

    

 

Nil

 

 

 

    

 

$296,642

 

 

 

    

 

Nil   

 

 

Andrew J. Quinn(9)

 

    

 

Nil

 

 

 

    

 

$276,148

 

 

 

    

 

Nil   

 

 

Loreto Silva(10)

 

    

 

Nil

 

 

 

    

 

$69,024

 

 

 

    

 

Nil   

 

 

 

(1)

No directors had outstanding options as at December 31, 2019.

 

(2)

The figures shown represent all DSUs awarded that vested in 2019. In 2019, Messrs. Cisneros, Coleman, Evans, Harvey, and Quinn elected to receive 100% of the director retainer in DSUs. Ms. Benítez and Mr. Greenspun elected to receive 75% of the director retainer in DSUs. Ms. Silva elected to receive the mandated portion of the director retainer in DSUs, equivalent to approximately 64%. Because DSUs vest immediately upon issuance, the value of DSUs that vested in 2019 is determined by multiplying the number of DSUs issued to each director in the year by the closing price of Barrick Shares on the NYSE on the applicable date of issuance.

 

(3)

Ms. Benítez’s share-based awards include 99 DSU dividend equivalents.

 

(4)

Mr. Cisneros’ share-based awards include 16,576 DSUs and 1,849 DSU dividend equivalents.

 

(5)

Mr. Coleman’s share-based awards include 16,576 DSUs and 68 DSU dividend equivalents.

 

(6)

Mr. Evans’ share-based awards include 16,576 DSUs and 1,040 DSU dividend equivalents.

 

(7)

Mr. Greenspun’s share-based awards include 12,433 DSUs and 779 DSU dividend equivalents.

 

(8)

Mr. Harvey’s share-based awards include 16,576 DSUs and 1,465 DSU dividend equivalents.

 

(9)

Mr. Quinn’s share-based awards include 16,576 DSUs and 68 DSU dividend equivalents.

 

(10)

Ms. Silva’s share-based awards include 3,769 DSUs and 4 DSU dividend equivalents.

 

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Compensation Discussion & Analysis

 

LOGO   

 

 

The Board recommends a vote FOR approval of the advisory vote on executive compensation.

 

 

An authentic partnership culture is Barrick’s most distinctive and sustainable competitive advantage. We are a Company of owners who take responsibility, hold each other accountable, work with a sense of urgency, and always seek to improve.

 

Compensation at Barrick rewards execution on our over-arching vision: 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. In keeping with our partnership culture, we have created a compensation system in consultation with our shareholders that is designed to drive deep emotional and financial ownership among our Named Partners and Executive Chairman, now and over the long-term. This has helped reinvigorate the partnership culture that drove Barrick’s early success. Our leaders are not merely aligned with owners – they are owners.

Key highlights of our compensation system:

 

 

A significant portion of executive compensation is long-term in nature, in the form of Barrick Shares or units that convert into Barrick Shares.

 

 

Leaders are subject to market-leading share ownership requirements.

 

 

Performance is evaluated based on short-term and long-term measures chosen to drive the highest levels of performance and execution, and disclosed to our shareholders in advance of each year.

 

 

We aim to attract, retain, and motivate exceptional talent.

The following sections provide an overview of our approach to compensation for our 2019 NEOs, the compensation decisions that we made based on performance, as well as the processes and safeguards we have in place to ensure that our compensation programs do not encourage unnecessary and excessive risk-taking.

2019 Named Executive Officers

This Circular reports the compensation paid to our NEOs in 2019:

 

John L. Thornton   Executive Chairman
D. Mark Bristow   President and Chief Executive Officer
Graham P. Shuttleworth   Senior Executive Vice-President, Chief Financial Officer
Kevin J. Thomson   Senior Executive Vice-President, Strategic Matters
Mark F. Hill   Chief Operating Officer, Latin America and Asia Pacific

In this Circular, we refer to our 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 as Named Partners. The Executive Chairman is an NEO but not a Partner.

 

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2019 Compensation of Named Executive Officers

2019 Compensation of our Named Partners

Our Named Partners participate in Barrick’s Partnership Plan, which provides eligibility for the API Program, the PGSU Plan, and the Change in Control Plan. Our Named Partners are also subject to industry-leading share ownership requirements, which reflects a deep commitment to long-term ownership at the heart of our partnership culture.

Base Salary

Base salaries are determined based on the scope of individual responsibilities, skills, and performance. The Compensation Committee annually reviews the base salaries of our Named Partners to ensure they remain competitive relative to roles of similar size and scope of responsibilities.

Annual Performance Incentive Program

The API Program is a key component of our Partnership Plan. Named Partners are awarded API based on their achievement of the annual initiatives and goals included in their Annual Performance Incentive scorecards (API Scorecards).

In 2019, the API Scorecards for our Named Partners, other than the President and Chief Executive Officer, were developed in consultation with the President and Chief Executive Officer. Performance was holistically evaluated by the President and Chief Executive Officer at the end of the year, based on accomplishments against the API Scorecards.

In 2019, the API Scorecard for the President and Chief Executive Officer was developed in consultation with the Executive Chairman and the Lead Director. Performance was holistically evaluated by the Executive Chairman, with input from the Lead Director, based on accomplishments against the API Scorecard.

Each scorecard is assigned a rating from 0% (minimum) to 100% (maximum), which is multiplied by the API Opportunity for each of our Named Partners to determine payouts. Maximum API awards of 300% of salary will only be made in cases of demonstrably superior performance across all scorecard categories.

API recommendations are considered by the Compensation Committee at the end of each year and decisions are generally made in February after the end of each year, once audited financial statements are approved by the Board.

API payouts are generally delivered in cash, unless otherwise determined by the Compensation Committee. The payout formula is intended as a guideline, and the Compensation Committee has the discretion to approve and/or recommend to the Board a different payout from the value determined by the API Scorecards. The Compensation Committee may also make adjustments to the performance measures in each API Scorecard to reflect significant one-time items which occur during the performance period. Any such adjustments will be fully disclosed in our information circular each year. See “2019 Annual Performance Considerations for our Named Partners” beginning on page 55 for detailed pay and performance highlights for our Named Partners.

 

 

LOGO

 

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2020 Annual Performance Incentive Scorecards

The table below summarizes our 2020 strategic priorities and how they will apply in the development the 2020 API Scorecards for our Named Partners. Each year, API Scorecards, which include financial goals and non-financial annual initiatives, are customized by role for our Partners, including our President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; and the regional Chief Operating Officers. The 2020 strategic priorities underpin the annual initiatives and goals developed for the 2020 API Scorecards and are weighted to reflect individual scope of accountability. Individual performance against each of our 2020 strategic priorities will be assessed at the end of the year and disclosed for our 2020 Named Partners in our 2021 information circular.

 

   Our 2020 Strategic Priorities

  

President
and CEO

  

SEVP,
CFO

  

SEVP, Strategic
Matters

  

Regional   
COOs

 

Strategic Initiatives

 

•   Progress our objective of becoming the world’s most valued gold company

•   Optimize our portfolio and unlock our resource value and mineral inventory

•   Consider opportunities to add to our portfolio, focused on Tier One Gold Assets(1)

•   Dispose of non-core assets

•   

           

 

Operational Excellence

 

•   Execute our 2020 plans through delivery of all production and growth projects

•   Embed our DNA at all levels of the organization

•   Maintain ESG as a high priority in all our activities

•   Motivate employees to take personal responsibility for safety

•   Integrate business systems with fit for purpose processes to ensure effective decision-making and execution

           

 

Sustainable Profitability

•   Deliver a ten-year production outlook based on a long-term gold price of $1,200 per ounce

•   Deliver value for all our stakeholders through discovering, developing, and operating Tier One Gold Assets(1)

•   Become the mining partner of preference for host countries

•   Drive unit cost efficiencies throughout the business

•   Attract, retain, and develop an effective multicultural, multigenerational workforce that is agile, integrated, and able to deliver on our plans

•   Maintain a sustainable dividend policy that delivers returns to shareholders

•   Refine and measure leadership effectiveness

           

 

(1)

Barrick’s investment criteria are: (i) with respect to Tier One Gold Assets, assets with a reserve potential greater than five million ounces of gold that will generate an IRR of at least 15%; and (ii) with respect to Tier Two Gold Assets, assets with a reserve potential of greater than three million ounces of gold that will generate an IRR of at least 20% (in each case, based on our long-term gold price assumptions).

Performance Granted Share Units (PGSUs)

The cornerstone of our Partnership Plan is the innovative PGSU Plan, which was introduced in 2015 to ensure that our Named Partners and other Partnership Plan participants are financially and emotionally invested in Barrick’s long-term success. The PGSU Plan was reviewed and updated following the completion of the Merger on January 1, 2019 to ensure that it continues to instill the values that are key to Barrick.

Named Partners receive 100% of their annual LTI, if earned based on performance, in the form of PGSUs, which are share-based units that convert into Barrick Shares upon vesting. PGSUs, even after they convert to Barrick Shares, are subject to further holding requirements. Barrick Shares resulting from the conversion of PGSUs granted before January 1, 2020 (Legacy PGSUs) must be held until a Named Partner retires or leaves the Company. Barrick Shares from PGSUs granted after January 1, 2020 (New PGSUs) must be held until a Named Partner meets his or her share ownership requirement (in which case only Barrick Shares in excess of the share ownership requirement may be sold) or until he or she retires or leaves the Company.

Each year, PGSUs are awarded based on the Compensation Committee’s assessment of the Company’s performance against our Long-Term Company Scorecard, which includes financial and non-financial metrics. These metrics were carefully selected in consultation with our shareholders to drive long-term shareholder value.

The dollar value of PGSUs granted to each of our Partners is determined based on the result of the Long-Term Company Scorecard (ranging from 0% to 100%), multiplied by each partner’s LTI Opportunity (capped at 100% to 600% of salary, which varies based on role). The number of PGSUs granted is determined by taking the dollar value of the PGSUs granted, divided by the closing share price of Barrick Shares on the date prior to grant or, if the grant date occurs during a Blackout Period, the closing share price of the first trading day after the Blackout Period, whichever is greater (as defined in the PGSU Plan). The payout formula is intended as a guideline, and the Compensation Committee has the discretion to approve and/or recommend to the Board that a Named Partner

 

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receive a different payout from the value determined by the Long-Term Company Scorecard. Maximum LTI awards will only be granted in cases of sustained long-term superior performance across all scorecard categories.

 

 

LOGO

Illustrative Life Cycle of New PGSUs

The following diagram illustrates the life cycle of New PGSUs, from grant to payout, following termination of employment or retirement. The key characteristics of the New PGSU awards are included in Schedule C of this Circular. See “2019 Performance Considerations for Named Partners – 2019 Long-Term Company Scorecard (for 2019 PGSU Awards)” on page 52 for the results of the 2019 Long-Term Company Scorecard and on page 49 for prospective disclosure of the 2020 Long-Term Company Scorecard.

 

 

LOGO

 

Compensation Committee evaluates performance against Long-Term Company Scorecard    Compensation Committee determines PGSU grants based on Long-Term Company Scorecard performance    PGSUs vest, Barrick Shares are purchased in the market by a third party administrator on behalf of each Partner   Partners can realize cash value from unvested PGSU awards or sale of Restricted Shares once restrictions lapse

The Compensation Committee takes a multi-year lens when assessing Barrick’s performance against the Long-Term Company Scorecard to ensure that Partners are only rewarded for sustainable performance and shareholder value creation.

 

A three-year performance period will be applied for certain financial measures included in the Long-Term Company Scorecard with full effect from 2021. For 2020, the three-year performance period will be phased in and assessed on a two-year lookback basis (i.e., 2019 and 2020 performance will be evaluated).

 

Based on its assessment, the Compensation Committee assigns an overall score, which can range from 0% to 100%.

  

The Compensation Committee determines PGSU grants using the Long-Term Company Scorecard result.

 

The dollar value of each PGSU grant is determined by multiplying the Long-Term Company Scorecard result and the LTI Opportunity, which varies by Partner from one to six times base salary, depending on position and level of responsibility.

 

The number of PGSUs granted is determined by dividing the dollar value of the PGSU award, by the closing price of Barrick Shares on the date prior to grant or, if the grant date occurs during a Blackout Period, the first trading day following the Blackout Period, whichever is greater.

  

New PGSUs vest in three equal tranches on the 12-month, 24-month, and 33-month anniversary of the date of grant. The total number of PGSUs vesting would include the initial grant, plus dividends accrued during the vesting period. At vesting, the value of the PGSUs is equal to the closing price of Barrick Shares on the vesting date multiplied by the number of PGSUs having vested. The after-tax proceeds of the vested PGSUs are then used by a third party administrative agent to purchase Barrick Shares on the open market, on behalf of the partner.

 

Barrick Shares purchased upon the vesting of New PGSUs (Restricted Shares) cannot be sold until the partner meets his or her share ownership requirement (in which case only those Barrick Shares in excess of the requirement can be sold), or until the partner retires or leaves the Company. Partners receive dividends on their Restricted Shares in cash, when and as declared.

 

Generally, when a Partner leaves the Company, unvested New PGSUs will be forfeited except in the event of termination without cause, retirement at or above the age of 60, death or disability, or a double trigger Change in Control.

 

Restrictions on Restricted Shares will generally lapse and cease to apply when a Partner leaves the Company, provided that the partner does not resign or retire from the Company to join, or provide services to, a defined competitor, or is not terminated for cause.

 

When a Partner resigns, retires from the Company to join, or provide services to, a defined competitor, or is terminated for cause, unvested PGSU awards will be forfeited and restrictions on Restricted Shares will lapse in three tranches (50% on termination or retirement and 25% on each of the first and second anniversary of termination or retirement).

The key characteristics of the Legacy PGSU awards are included in Schedule D of this Circular.

 

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2020 Long-Term Company Scorecard

Following the completion of the Merger in 2019, Barrick reviewed the design of the Long-Term Company Scorecard, including the performance measures selected, to ensure alignment with the Company’s long-term strategy. The review process included an assessment of the evolution of Barrick’s strategy and whether the current performance measures continue to be robust measures of success, as well as a review of additional enhancements based on shareholder feedback and how our peers define and measure success. Key changes to our 2020 Long-Term Company Scorecard include:

 

   

The introduction of Relative TSR to support our ongoing commitment to shareholder value creation and to align evaluation metrics among the Named Partners and the Executive Chairman

 

   

A reinforced focus on the Company’s long-term dividend per share to support Barrick’s journey to becoming the world’s most valued gold mining business

 

   

The elimination of Strong Capital Structure as a measure in consideration of Barrick now having one of the strongest balance sheets in the gold industry

 

   

An increased weighting on ESG and License to Operate (25%) to reinforce the belief that our ability to operate successfully is acutely dependent on our ability to deliver long-term value to all our stakeholders and to proactively manage our impact on the wider environment

To enable the evaluation of a longer term trend in our financial performance and specifically our performance trajectory under the leadership of our President and Chief Executive Officer since the completion of the Merger, certain financial measures, including Relative TSR, Positive Free Cash Flow per Share, and Robust Dividend per Share, will be evaluated on a multi-year lookback basis. For 2020, a two-year lookback performance period will apply. A three-year performance period will be phased in for these financial measures with full effect from 2021.

The Long-Term Company Scorecard set out below includes the Company performance measures and weightings that will be used by the Compensation Committee to determine the 2020 PGSU awards, as well as a description of why each performance measure is important to Barrick.

 

 

  Scorecard Metrics

 

 

 

Long-Term Performance Basis

 

 

 

Performance Horizon

 

 

 

Weighting

 

 

 

Why we selected the metric

 

       

Relative TSR

 

50th percentile to 75th percentile of the constituent companies in the MSCI World Metals & Mining Index

 

  3 years (2 years for 2020)   15%   To measure our ability to outperform our peers and to deliver sustainable returns to our fellow owners
       

Positive Free Cash Flow per Share(1)

  Deliver positive free cash flow per share   3 years (2 years for 2020)   15%  

To measure our ability to deliver industry-leading margins and generate cash that may be returned to shareholders or further invested in the business to deliver industry-leading margins

 

       

Robust Dividend per Share(2)

  Payout ratio of 25% - 35% of adjusted net earnings   3 years (2 years for 2020)   10%  

To evaluate our ability to create and consistently deliver excess returns to our fellow owners

 

       

Capital Project Execution(3)

  Major projects deliver benefits as planned, in addition to delivery on time and on budget   1 year and historical trending   10%  

To evaluate our ability to deliver major capital projects to the planned cost and schedule established

 

       

Strategic Execution(4)

  Achievement of key priorities and milestones tracked to advance the execution of our strategy   1 year and historical trending   15%  

To assess our progress with achieving our goal of becoming the world’s most valued gold mining business, how we addressed critical issues facing the business, and whether important strategic milestones were met

 

       

ESG and License to Operate(5)

 

A new ESG Scorecard that tracks our performance against safety, social and economic development, human rights, environment, and compliance indicators

 

  1 year and historical trending   25%   To assess the effectiveness of the governance of our sustainability framework and our environmental and social impact
       

Human Capital(6)

 

Achievement of key human capital priorities tracked to advance the evolution of our human capital strategy

 

  1 year and historical trending   10%  

To evaluate the degree to which we upgrade and develop our talent and the evolution of our human capital strategy

 

 

(1)

We expect our business to operate at margins that allow us to reinvest in those assets and deliver positive free cash flow through the commodity price cycle. Therefore, we will evaluate achievement based on realized free cash flow per share. Free cash flow is a non-GAAP financial performance measure with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other companies. For further details regarding non-GAAP financial performance measures, see “Other Information – Use of Non-GAAP Financial Performance Measures” on page 94.