Committees of the Board

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

On January 1, 2019, following the Merger, the Board reconstituted its committees to establish three standing committees, all of which have a written mandate. The Board combined the Audit and Risk Committees to form the Audit & Risk Committee, and the Corporate Governance & Nominating Committee assumed the responsibilities of the Corporate Responsibility Committee, which was dissolved. The reduction in the number of committees in no way alters the responsibilities of the Board or the importance the Board ascribes to the tasks carried out by the committees that have been dissolved. It merely allocates these responsibilities to fewer committees, consistent with our streamlined Board structure. In addition, all Board committees are comprised entirely of independent directors.

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

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

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

The committee mandates authorize each committee to, in its sole discretion, engage external advisors as necessary at the expense of Barrick. Since the completion of the Merger, 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

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

Prior to January 1, 2019, the Audit Committee(1)(2) was comprised of Stephen J. Shapiro (Chair), Pablo Marcet and Ernie L. Thrasher. On January 1, 2019, upon completion of the Merger, the Audit Committee was combined with the Risk Committee. The new Audit & Risk Committee assumed the responsibilities of the Risk Committee in addition to the existing Audit Committee responsibilities. The reconstituted Audit & Risk Committee(1)(3) is comprised of J. Brett Harvey (Chair), J. Michael Evans, and Andrew J. Quinn as members. María Ignacia Benítez was a member of the Audit & Risk Committee from January 1, 2019 to February 28, 2019. 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, 2018.

Key Activities and Accomplishments for 2018

The activities described below were undertaken by the Audit Committee in 2018, prior to being reconstituted as the Audit & Risk Committee on January 1, 2019 following the Merger

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 joint venture governance initiatives, mine closure planning, insurance strategies, and cybersecurity measures and recovery plans, all as they relate to internal control over financial reporting
  • Reviewed financial reporting risk assessment completed by management
  • Monitored the effectiveness of the internal audit 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 2018 were approved by the Audit Committee pursuant to the Audit Services Policy
Finance Organizational Structure
  • Evaluated and monitored initiatives to streamline our finance processes and reduce the number of offices under the decentralized operating model
Compliance and Regulatory Matters
  • 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

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. In 2018, the Board determined that Dr. Moyo and Messrs. Shapiro and Thrasher were each an “audit committee financial expert” as defined by the SEC rules.
  3. In 2019, the Board has determined that Messrs. Harvey and Evans are each an “audit committee financial expert” as defined by the SEC rules. The rules adopted by the SEC indicate that the designation of such individuals as audit committee financial experts will not deem them to be “experts” for any purpose or impose any duties, obligations, or liability on them that are greater than those imposed on other members of the Audit & Risk Committee and Board who do not carry this designation.

Compensation Committee

Prior to January 1, 2019, the Compensation Committee was comprised of J. Brett Harvey (Chair), Gustavo A. Cisneros, J. Robert S. Prichard, Steven J. Shapiro, and Ernie L. Thrasher. On January 1, 2019, upon completion of the Merger, the Compensation Committee was reconstituted with Christopher L. Coleman (Chair), Gustavo A. Cisneros, Brian L. Greenspun, and J. Brett Harvey as members.

Key Activities and Accomplishments for 2018

The activities described below were undertaken by the Compensation Committee in 2018 prior to the Merger.

Shareholder Engagement
  • Considered shareholder feedback on the approach to compensation for our Executive Chairman and Named Partners and recommended disclosure enhancements to address feedback received
Compensation Risk Assessment
  • Evaluated the compensation risk assessment report on Barrick’s executive compensation program that was prepared by Pay Governance LLC (Pay Governance)
2018 Mining Peer Group
  • Reviewed and approved changes to the 2018 Mining Peer Group (removal of Cameco Corp. and Glencore plc; addition of Agnico Eagle Mines Limited, First Quantum Minerals Ltd. and Newcrest Mining Limited)
Executive Chairman Compensation
  • Reviewed global top executive pay from our Mining Peer Group and the broader market provided by its independent compensation consultant, Pay Governance and considered additional factors to set the 2018 total compensation range for our Executive Chairman
Approved Executive Compensation
  • Prior to the closing of the Merger on January 1, 2019, reviewed the Executive Chairman’s recommendations and recommended approval of API opportunities and payouts for the partners who comprised our 2018 Executive Committee
  • Evaluated 2018 performance and recommended approval of PGSU awards for the continuing members of our 2018 Executive Committee, subject to obtaining year-end financial results
  • 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 former President, determined and recommended to the independent directors the 2018 compensation of the Executive Chairman and the former President for approval
Barrick Global Share Plan and Barrick Share Purchase Plan
  • Reviewed and approved allocations of Barrick Shares to eligible employees to deepen Barrick’s ownership culture at all levels of the Company
  • Reviewed and approved a new Barrick Share Purchase Plan that allows our people to purchase Barrick Shares through payroll deductions and be rewarded for doing so through a matching Company purchase of Barrick Shares (to a maximum of $4,000 or Cdn $5,000 per year) that are subject to holding requirements
Governance
  • Evaluated Barrick’s executive compensation program against best practices and policies of proxy advisory firms
  • Reviewed and approved proposed amendments to the Restricted Share Unit Plan to allow for the awards of After-Tax Shares to further support our ownership culture across the organization

Corporate Governance & Nominating Committee

Prior to January 1, 2019, the Corporate Governance & Nominating Committee was comprised of Gustavo A. Cisneros (Chair), Brian L. Greenspun and Nancy H.O. Lockhart (until September 23, 2018). J. Brett Harvey was a member of the Corporate Governance & Nominating Committee from October 23, 2018 to December 31, 2018. On January 1, 2019, upon completion of the Merger, the Corporate Governance & Nominating Committee assumed the responsibilities of the Corporate Responsibility Committee, which was dissolved. The Corporate Governance & Nominating Committee was reconstituted with Gustavo A. Cisneros (Chair), Christopher L. Coleman, and Brian L. Greenspun as members. María Ignacia Benítez was a member of the Corporate Governance & Nominating Committee from January 1, 2019 to February 28, 2019.

Key Activities and Accomplishments for 2018

The activities described below were undertaken by the Corporate Governance & Nominating Committee in 2018 prior to the Merger.

Board Renewal
  • Oversaw the process for determining the composition of the new Board and committee structure following the Merger and reviewing proposed mandates and other governance documents
  • Together with the Lead Director, the Committee Chair led the annual director evaluation process and reviewed the full results with the Committee and key findings with the Board
  • Reviewed the Company’s progress toward achieving the objectives of the Diversity Policy
Governance and Compliance
  • Conducted, in consultation with the Lead Director, the 2018 performance evaluation of the Executive Chairman
  • In conjunction with the Compensation Committee, oversaw the implementation of our shareholder engagement strategy that included Barrick’s Investor Day, the Barrick and Randgold Joint Investor Days, the Sustainability Briefing, and ESG initiatives
  • Received regular updates on shareholder engagement activities and considered the implications of shareholder feedback on Barrick’s governance practices and initiatives
  • Evaluated Barrick’s continuance from the Province of Ontario to the Province of British Columbia, and oversaw the process of amending key governance documents (including the Articles) in connection with the continuance

Corporate Responsibility Committee (dissolved on January 1, 2019)

Prior to January 1, 2019, the Corporate Responsibility Committee was comprised of Brian L. Greenspun, Pablo Marcet, and Ernie L. Thrasher. Nancy H.O. Lockhart was the Chair of the Committee until she resigned from the Board on September 23, 2018. Ernie L. Thrasher served as the Chair of the Committee from October 22, 2018 to December 31, 2018. María Ignacia Benítez was a member of the Committee from October 22, 2018 to December 31, 2018. On January 1, 2019, upon the completion of the Merger, the Corporate Responsibility Committee was dissolved and its responsibilities were assumed by the Corporate Governance & Nominating Committee.

Key Activities and Accomplishments for 2018

The activities described below were undertaken by the Corporate Responsibility Committee in 2018 prior to its responsibilities being assumed by the Corporate Governance & Nominating Committee on January 1, 2019.

Oversight of Corporate Responsibility Matters
  • Monitored the organizational structures of the corporate responsibility functions within the Company’s decentralized operating model, including the safety, health, and environment, permitting and mine closure, community relations, human rights, and security functions
  • Evaluated regular reports on key performance indicators for our corporate responsibility functions
  • Monitored the assurance process relating to compliance with applicable regulatory requirements across the corporate responsibility functions
  • Received a detailed briefing on joint venture governance, including on management oversight, policy implementation, compliance on corporate responsibility matters, and reporting
Oversight of Stakeholder and Reputational Matters
  • Evaluated regular reports on key stakeholder and reputational matters as they relate to our corporate responsibility functions, corporate affairs, sustainability, and human rights matters
  • Received detailed reports on reportable environmental and employee health and safety incidents, including detailed safety analyses and statistics for each mine site, and initiated reviews of preventative measures and emergency preparedness. Members of the Committee visited the Cortez and Goldstrike mines to monitor safety culture and to discuss health and safety risks directly with front-line personnel
  • Reviewed the Company’s water management, tailings and heap leach management, and closure strategies, and received regular updates on Barrick’s tailings storage facilities stewardship program
  • Reviewed the Company’s approach to the renewal of the Special Mining Lease at the Porgera Joint Venture, including with respect to community and government relations and human rights matters
Human Rights Program
  • Oversaw the continued implementation of the Company’s global human rights compliance program
  • Reviewed the Company’s human rights and security strategy
Corporate Social Responsibility
  • Oversaw the continued implementation of the Company’s corporate social responsibility and community relations programs and policies
  • Reviewed the Company’s approach to addressing sexual harassment, including the Company’s policies and standards, guidance on reporting, and global training initiatives

Risk Committee (dissolved as a standalone committee and combined with the Audit Committee on January 1, 2019)

Prior to January 1, 2019, the Risk Committee was comprised of J. Michael Evans (Chair), Graham G. Clow, Anthony Munk, and J. Robert S. Prichard. Patricia Hatter was a member of the Risk Committee from October 23, 2018 to December 31, 2018. On January 1, 2019, upon the completion of the Merger, the Risk Committee was dissolved and its responsibilities were assumed by the Audit & Risk Committee.

Key Activities and Accomplishments for 2018

The activities described below were undertaken by the Risk Committee in 2018 prior to its combination with the Audit Committee on January 1, 2019.

Enterprise Risk Management
  • Reviewed and assessed reports on the Company’s processes relating to enterprise risk management and overall strategy related to enterprise risks. These risks include 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 being managed. Particular attention was paid to gaining an improved understanding of enterprise level risks such as geopolitical risks, operational risks, risks associated with Barrick’s decentralization initiatives, capital project execution 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, talent management program, insurance program, and the Company’s approach to managing risks associated with its joint ventures
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
  • Evaluated management’s actions to improve the operations and business of the Company including through the Company’s Best-in-Class and digitization initiatives
  • Reviewed the Company’s liability management and dividend strategy
Strategic Transaction Risk
  • Reviewed and assessed reports on integration planning and related risks in connection with the Merger. Particular attention was paid to the integration of Barrick and Randgold’s organizational structures and operations including the integration of the companies’ financial planning and reporting, risk management, business assurance, and other key business functions
Financial Risk Management
  • Provided oversight of the Company’s significant financial risk management strategies

 

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 satisfied this requirement in 2018. The table below summarizes the number of Board and committee meetings attended by our director nominees from January 1, 2018 to March 28, 2019. The directors’ attendance records are also included in the director profiles under “Directors”.

Meeting Attendance of Director Nominees

Following the merger of Barrick and Randgold on January 1, 2019, Barrick’s Board was reconstituted with nine directors, six of whom were appointed by Barrick and three of whom were appointed by Randgold. Regrettably, on February 28, 2019, shortly before this Circular was finalized, Ms. María Ignacia Benítez, an independent director of Barrick since April 2018, passed away. At the date of this Circular, the search for a candidate to fill the position left vacant by Ms. Benítez was ongoing. There are eight directors, listed below, being nominated for election to the Board at the Meeting.

Effective January 1, 2019, the committees of the Board were also reconstituted. The Audit Committee and Risk Committee were combined to form the Audit & Risk Committee. The Corporate Governance & Nominating Committee assumed the responsibilities of the Corporate Responsibility Committee and, as a result, the Corporate Responsibility Committee was dissolved effective January 1, 2019

Director 2018 Committee Meetings
2019 Committee Meetings Total Board and Committee Meetings to March 28, 2019
2018 Board Meetings Audit Compen
-sation
Corporate Governance & Nominating Corporate Responsibility Risk 2019 Board Meetings Audit & Risk Compen
-sation
Corporate Governance & Nominating
M. Bristow(1) 3/3
100%
3 of 3 100%
G.A. Cisneros 7/7
100%
6/6
100%
5/5
100%
3/3
100%
3/3
100%
1/1
100%
25 of 25
100%
C.L. Coleman(1)(2) 3/3
100%
3/3
100%
1/1
100%
7 of 7
100%
J.M. Evans(3) 6/7
86%
4/5
80%
3/3
100%
1/1
100%
14 of 16
88%
B.L. Greenspun(4) 6/7
86%
5/5
100%
4/5
80%
3/3
100%
3/3
100%
1/1
100%
22 of 24
92%
J.B. Harvey(5) 7/7
100%
6/6
100%
2/2
100%
3/3
100%
1/1
100%
3/3
100%
22 of 22
100%
A.J. Quinn(1)(6) 3/3
100%
1/1
100%
4 of 4
100%
J.L. Thornton 7/7
100%
3/3
100%
10 of 10
100%
  1. Messrs. Bristow, Coleman, and Quinn became members of the Board of Directors on January 1, 2019.
  2. Mr. Coleman became a member of the Corporate Governance & Nominating Committee and the Compensation Committee on January 1, 2019.
  3. Mr. Evans became a member of the Audit & Risk Committee on January 1, 2019.
  4. Mr. Greenspun became a member of the Compensation Committee on January 1, 2019.
  5. Mr. Harvey was a member of the Corporate Governance & Nominating Committee from October 23, 2018 to December 31, 2018. Mr. Harvey attended both meetings held during the period that he was a member of the Corporate Governance & Nominating Committee. Mr. Harvey became a member of the Audit & Risk Committee on January 1, 2019.
  6. Mr. Quinn became a member of the Audit & Risk Committee on January 1, 2019.

Meeting Attendance of Directors Not Standing for Re-Election

Director 2018 Committee Meetings 2019 Committee Meetings Total Board and Committee Meetings to March 28, 2019
2018 Board Meetings Audit Compen
-sation
Corporate Governance & Nominating Corporate Responsibility Risk 2019 Board Meetings Audit & Risk Compen
-sation
Corporate Governance & Nominating
M.I. Benítez(2)
6/6
100%
2/2
100%
0/2
0%
0/1
0%
0/1
0%
8 of 12
67%
G.G. Clow(3) 7/7
100%
4/5
80%
11 of 12
92%
G.A. Doer(4) 1/1
100%
2/2
100%
3 of 3 100%
K.P.M. Dushnisky(5) 3/3
100%
3 of 3
100%
P. Hatter(6) 6/6
100%
2/2
100%
8 of 8
100%
N.H.O. Lockhart(7) 5/5
100%
3/3
100%
3/3
100%
11 of 11
100%
P. Marcet(8) 7/7
100%
5/5
100%
5/5
100%
17 of 17
100%
D.F. Moyo(9) 1/1
100%
1/2
50%
1/2
50%
1/2
50%
4 of 7
57%
A. Munk(10) 7/7
100%
5/5
100%
12 of 12
100%
J.R.S. Prichard(11) 7/7
100%
6/6
100%
5/5
100%
18 of 18
100%
S.J. Shapiro(12) 6/7
86%
4/5
80%
5/6
83%
15 of 18
83%
E.L. Thrasher(13) 7/7
100%
5/5
100%
6/6
100%
5/5
100%
23 of 23
100%
  1. In order to comply with the Canadian residency requirements under the Business Corporations Act (Ontario), Mr. Kevin Thomson – Senior Executive Vice-President, Strategic Matters and a Canadian resident – became a director of Barrick on an interim basis between November 7, 2018 and November 27, 2018. Mr. Thomson ceased to be a director immediately following the continuance of Barrick to the province of British Columbia where there is no Canadian residency requirement for directors. No Board meetings were held during the period that Mr. Thomson was a director.
  2. Ms. Benítez became a member of the Board effective April 24, 2018. She became a member of the Corporate Responsibility Committee on October 22, 2018 and attended both meetings held after that date. On January 1, 2019, upon the completion of the Merger, the Corporate Responsibility Committee was dissolved and its responsibilities were assumed by the Corporate Governance & Nominating Committee. Ms. Benítez passed away on February 28, 2019.
  3. Mr. Clow ceased to be a member of the Board effective January 1, 2019.
  4. Mr. Doer ceased to be a member of the Board effective April 24, 2018.
  5. Mr. Dushnisky ceased to be a member of the Board effective August 31, 2018.
  6. Ms. Hatter became a member of the Board effective April 24, 2018 and a member of the Risk Committee effective October 23, 2018. She ceased to be a member of the Board effective January 1, 2019.
  7. Ms. Lockhart ceased to be a member of the Board effective September 23, 2018.
  8. Mr. Marcet ceased to be a member of the Board effective January 1, 2019.
  9. Dr. Moyo ceased to be a member of the Board effective April 24, 2018.
  10. Mr. Munk ceased to be a member of the Board effective January 1, 2019.
  11. Mr. Prichard ceased to be a member of the Board effective January 1, 2019.
  12. Mr. Shapiro ceased to be a member of the Board effective January 1, 2019.
  13. Mr. Thrasher ceased to be a member of the Board effective January 1, 2019.