Board and Corporate Governance Highlights

  The Board recommends a vote FOR all the director nominees.

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

Our Shareholder-Friendly Corporate Governance Practices

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

Key Highlights

A Highly Engaged Board

Active Shareholder Engagement

Rigorous Risk Oversight

A Highly Engaged Board

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

Strategy review:

  • The 2018 assessment of strategic opportunities culminating in the transformational Merger

Mine site visits:

  • Cortez, Goldstrike, Jabal Sayid, Porgera, Kibali

Continuing education sessions in 2018:

  • Blockchain Technology
  • Evaluations
  • Artificial Intelligence
  • Barrick/Randgold Integration

Active Shareholder Engagement

We actively engage with our shareholders throughout the year. This is because we believe regular and constructive dialogue promotes effective governance. Below are some of the industry-leading initiatives we implemented in addition to our year-round shareholder engagement efforts:

Promoting dialogue with shareholders:

  • Consistent quarterly engagement with shareholders
  • Emphasis on shareholder outreach with respect to the Merger and the appointment of the new President and Chief Executive Officer

Enhancing shareholder transparency:

  • February 2018 Investor Day
  • November 2018 Barrick and Randgold Joint Investor Days

Increasing shareholder accessibility:

  • Shareholder Engagement Policy
  • Investor Relations Hotline
  • Hybrid (Virtual/Physical) Annual Meeting
  • Digital Circular

Rigorous Risk Oversight

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 2018:

Strategic risks:

  • In 2018, the Board of Directors undertook a comprehensive review of strategic opportunities to enhance shareholder value
  • In 2018, the Audit Committee and Risk Committee received detailed briefings on integration-related risks pertaining to the Merger

Enterprise risks:

  • The Risk Committee received regular updates on operational, financial, geopolitical, environmental, and social risks, including capital project execution and cybersecurity risks
  • The Risk Committee also evaluated Barrick’s risk mitigation programs including Barrick’s tailings storage facility stewardship program

 

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

Our long-standing commitment to 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. Below is a summary of the key governance-related feedback themes from our shareholders in 2018 and the approach we took to evolve our corporate governance and executive compensation practices.

Key Feedback Themes From Our Shareholders in 2018 Our Response
  • Additional transparency on environmental, social, and governance (ESG) matters
  • Continued to increase shareholder engagement activity focused on ESG matters
  • Published our Sustainability Report
  • Formed the E&S Committee, chaired by the President and Chief Executive Officer, to (among other things) review Barrick’s sustainability performance and compliance with its sustainability policies. The President and Chief Executive Officer reviews the reports of the E&S Committee with the Corporate Governance & Nominating Committee on a quarterly basis
  • Improved accessibility to our Annual General Meeting
  • Held a hybrid (virtual/physical) annual meeting which could be attended in person or, in the case of registered shareholders, through an online video portal which allowed registered shareholders to ask questions of the Board and management and vote their Barrick Shares
  • Continue to foster Board diversity
  • Following the Merger, which became effective on January 1, 2019, Barrick’s Board was reconstituted with a nine-director Board comprised of directors that possess the institutional knowledge and skills necessary to ensure an efficient and seamless integration of Barrick and Randgold. As a result of the unfortunate and untimely passing of Ms. María Ignacia Benítez, Barrick’s Board now consists of eight directors, each of whom is nominated for election at the Meeting
  • At the date of this Circular, the search for a candidate to fill the position left vacant by Ms. Benítez was ongoing. The Corporate Governance & Nominating Committee is now actively looking for an equally compelling and qualified female candidate to appoint to the Board
  • 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

In 2018, Barrick’s commitment to transparency was recognized by the Governance Professionals of Canada for having the “Best Engagement by a Governance Team”. We will continue to consider the feedback that we receive from our shareholders and the outcome of our future say on pay advisory votes when evaluating our approach to corporate governance and making compensation decisions for our Executive Chairman and Named Partners.

How to Contact Us

Our Board

Provide feedback to our Board by writing to our Executive Chairman

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

Our Independent Directors

Communicate with our independent directors by writing to our Lead Director

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

Investor Relations

Contact our Investor Relations Department to communicate with management any time

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

 

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

 

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

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

We therefore believe our Board nominees must strike the right balance between those who have expertise in mining operations and strong financial acumen, with the skills and experience necessary to ensure our business can secure and maintain our license to operate and manage risks appropriately. Following the Merger, our Board nominees were drawn from Barrick and Randgold so that the new Board possesses 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.

Our slate of nine directors for the new Barrick board was also carefully constructed to ensure that our Board represented key business geographies and diversity of background, including gender. 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. While this unfortunate and untimely event has set back our pursuit of greater gender diversity, the Corporate Governance & Nominating Committee is now actively looking for an equally compelling and qualified female candidate to appoint to the Board. At the date of this Circular, the search for a candidate to fill the position left vacant by Ms. Benítez was ongoing. Over time, as Barrick makes further changes to its Board, it will look to increase the Board’s diversity with a particular emphasis on adding additional women. For more details on the director search and selection process, see “Corporate Governance – Board Composition and Nomination of Directors” in Schedule A of this Circular, and for more details on our Diversity Policy, see “Diversity Initiatives” in Schedule A of this Circular. For more details on our director nominees, see “Director Nominees” or “Directors”.