EX-99.1 2 d585409dex991.htm EX-99.1 EX-99.1
Table of Contents

Exhibit 99.1

LOGO


Table of Contents

Inside this Circular

 

Letter from the Chairman

     ii  

Letter from the Lead Director

     iv  

Notice of 2024 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

     13  

Shareholder Proposal

     13  

Other Business

     14  

Executive Summary

     15  

Our Commitment to Corporate Governance

     30  

Directors

     40  

Committees of the Board

     46  

Report on Director Compensation and Equity Ownership

     52  

Compensation Discussion & Analysis

     58  

2023 Compensation of Named Executive Officers

     58  

Compensation Governance and Oversight

     84  

Summary Compensation Table

     94  

Incentive Plan Award Tables

     97  

2023 Compensation of the Executive Chairman

     107  

Other Information

     109  

Equity Compensation Plan Information

     109  

Directors’ and Officers’ Indemnification

     112  

Use of Non-GAAP Financial Performance Measures

     112  

Technical Information

     117  

SCHEDULE A: Corporate Governance Disclosure

     119  

SCHEDULE B: Mandate of the Board of Directors

     139  
SCHEDULE C: Key Characteristics of the Performance Granted Share Unit (PGSU) Awards      141  

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

     144  

SCHEDULE E: Shareholder Proposal

     145  

 

   

Barrick Gold Corporation | 2024 Circular

 

     I  


Table of Contents

 

LOGO

 

   
     

 

March 21, 2024

   
   

 

Letter from

 

the Chairman

 

 

 

 

Dear Fellow Shareholders

 

Five years have passed since we merged Barrick and Randgold to create a company with a single focus: the delivery of real value to its stakeholders. We set out our mission in clear terms – to build a business which will lead the mining industry on every front, with a constantly replenished, global asset base of peerless quality, managed by a team with an unparalleled record of recognizing and realizing opportunities while managing the many difficulties inherent in mining and presented by an increasingly complex operating environment.

 

This Barrick is guided by a long-term, future-facing strategy, finely attuned to the demands and expectations of a rapidly changing world. Its aim is not only to secure the Company’s sustainable profitability but also to make sustainability, in every sense, the core of its activities. In line with this objective, Barrick’s pioneering partnership philosophy, a key component of its commitment to sustainability, has already transformed the once-derelict Tanzanian mines into a complex with Tier One potential; reconstituted the Reko Diq project in Pakistan and is now developing it into one of the world’s largest copper-gold producers; and after three years of negotiation, achieved an agreement for the re-opening of the Porgera gold mine in Papua New Guinea, where mining and processing are due to resume shortly.

 

Well before this – in fact shortly after the Merger – Barrick scored a major win with the long-overdue merger of its assets in the State of Nevada with those of Newmont. The new company, Nevada Gold Mines, is the largest gold mining complex in the world. Majority-owned and operated by Barrick, it already hosts three Tier One mines in a vast area rich in potential for the further world-class discoveries we are aggressively pursuing.

 

Of course, these five years have not been without their challenges, internal as well as external. Guided by the Board, however, Barrick’s highly skilled and motivated management overcame these with characteristic tenacity. The Merger’s foundational creed was that the best assets run by the best people would deliver the best returns. Barrick’s focus on Tier One assets and the results they are producing show unquestionably that its management ranks in the forefront of the industry’s leadership. Through continuing investment in human capital, Barrick is recruiting and developing its next generation of high achievers.

 

Looking back to the Merger, it is clear to me that we have achieved all the initial objectives we set for ourselves. Barrick has been restructured and repurposed as a modern mining business. The renewed emphasis on exploration has placed it in the unique position of more than replenishing the reserves depleted by mining year after year. Major organic growth projects, such as Reko Diq, the current extension of Pueblo Viejo’s Tier One mine life by more than 20 years, and the transformation of Lumwana into one of the world’s major copper mines, will secure Barrick’s production profile well into the future. Expanding the copper portfolio was one of Barrick’s key strategic aims and when the new Lumwana and Reko Diq are commissioned in 2028, Barrick will become a major-league producer. In the meantime, we continue to pursue opportunities for growing our copper portfolio.

 

Barrick’s balance sheet, once burdened by heavy debt, is now one of the industry’s most robust and our strong operational cash flows ensure that we have the capacity to fund existing and new organic growth projects, as well as to take advantage of any fresh opportunities that meet our stringent investment criteria. We scan a wide horizon for such: because we believe that to be world-class, a business has to be global, Barrick’s footprint is being expanded and currently comprises mines, projects and exploration programs in 18 countries across four continents, covering the main prospective regions for gold and copper.

 

 
LOGO
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 

 

 

 

 

 
     

 

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Mark Bristow and I have worked closely together to build this new Barrick, to achieve its foundational goals, and to create a clear roadmap for its future growth. I have therefore concluded that this is an appropriate time for me to transition from my position as Executive Chairman to that of Chairman, which became effective February 13, 2024. As Chairman, I will continue to provide leadership to the Board and together we will be the custodians of the strategy of the Company. Mark Bristow remains President and Chief Executive and he will continue to develop the strategy, obtain approval from the Board, and drive its implementation. The Board agrees with me that this structure will best position Barrick for its next growth phase.

 

I wish to take this opportunity to pay tribute to Gustavo Cisneros, who passed away on December 29, 2023. Gustavo became a valued member of our Board in 2003, bringing with him a wealth of global business experience, which was both broad and deep. He was a towering figure in both the business and cultural landscapes of Latin America. Gustavo was an exceptional businessman as well as a visionary who left an indelible mark on our Board and our Company. His wisdom, grace, and generosity inspired all those fortunate enough to work alongside him. We deeply feel his absence and we extend our heartfelt sympathies, thoughts, and prayers to his beloved wife Patty, and their three children Guillermo, Carolina, and Adriana.

 

I also note with great sadness the passing of the Chairman of Barrick’s International Advisory Board, the Right Honourable Brian Mulroney, on February 29, 2024. One of the greatest statesmen of his generation, he was a leader with a purpose who accomplished many vital goals and did so with decency and skill. His insightful contribution to geopolitical and other strategic issues will be sorely missed and our deepest sympathies, thoughts and prayers are with his wife Mila and their four children Caroline, Benedict, Mark, and Nicolas.

 

Finally, on behalf of the Board and management team, I would like to extend our deepest gratitude and appreciation to J. Michael Evans, who will be retiring from the Board effective April 30, 2024. Michael’s invaluable contributions and dedicated service have been integral to the Company’s journey since he joined the Board in 2014. Michael’s leadership and expertise have played a significant role in shaping Barrick’s trajectory. We wish him all the best in his future endeavors and express our heartfelt thanks for his exceptional service.

 

In conclusion, I have the pleasure of inviting you to the Annual General Meeting of Shareholders on April 30, 2024. This will be a virtual meeting, which provides convenient access for shareholders and, as in prior years, shareholders will be able to vote and ask questions in real time through our virtual meeting platform. Our Information Circular details how to participate, how to vote, and how to contact me, my fellow Directors and the Company.

 

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

 

LOGO

 

John L. Thornton

Chairman

 

 

   
   
   
          

 

   

Barrick Gold Corporation | 2024 Circular

 

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Table of Contents

 

LOGO

 

   
     

 

March 21, 2024

   
   

 

Letter from

 

the Lead

 

Director

 

 

 

 

My Fellow Shareholders

 

During the past year, your Board of Directors again provided the strategic direction, oversight, and engagement that continue to advance Barrick towards its goal of becoming the world’s most valued gold and copper mining company. Working closely with the Company’s world-class leadership, the Board was again instrumental in ensuring that Barrick’s current performance and future prospects point to the long-term delivery of sustainable growth and profitability.

 

The Board prioritizes renewal and diversity in its own ranks in order to maintain and enhance its already high level of global business experience, as well as to make its membership more fully representative of the societies in which the company operates. Since the Merger five years ago, seven new members have been appointed, and females now account for 40% of our directors standing for election at the Meeting (50% of the independent directors) while 40% of our directors identify as racially or ethnically diverse.

 

As you would have noted in the accompanying letter from the Chairman, effective February 13, 2024, John Thornton transitioned from his Executive Chairman role to become our Chairman. At the time of the Merger, the Board continued Barrick’s existing structure that included an Executive Chairman in order to realize the potential of the combined company, leveraging our shared culture and complementary strengths and assets to fulfil the vision of becoming the world’s most valued gold and copper mining business. Today, after five years, the Company has successfully achieved these goals, which has now made it possible for Mr. Thornton to transition to his new role. As Chairman, Mr. Thornton will continue to provide leadership and direction to the Board and, together with our President and Chief Executive Officer Mark Bristow, be the custodian of the Company’s strategy. My fellow directors and I will continue to benefit from the Chairman’s wisdom and leadership as we look to Barrick’s future and the challenges and opportunities ahead of us.

 

Also as noted in the Chairman’s letter, on December 29, 2023, Gustavo Cisneros, who had been a Barrick director since 2003, passed away. The substantial contribution he made to Barrick’s development will be greatly missed and I join John, the Board, and management of Barrick in extending my condolences to his wife Patty and family.

 

As part of our stewardship of Barrick’s business strategy and the management of key risks, the Board actively oversees the Company’s sustainability policies and performance. Our Environmental, Social, Governance & Nominating Committee reviews regular updates from the President and Chief Executive Officer on matters such as Barrick’s contribution to the social and economic development of its host communities, the health and safety of the workforce, the protection of human rights, and the implementation of the Company’s climate strategy and bio-diversity initiatives.

 

Board members closely monitor key growth projects. In August, independent directors visited the Pueblo Viejo mine in the Dominican Republic to review progress on the process plant expansion and the new tailings storage facility. The Board also continued to supervise other strategically significant developments such as the reconstitution of the massive Reko Diq copper-gold project and the resumption of gold mining operations at Porgera in Papua New Guinea.

 

 
 

LOGO

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
   
     

 

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The Audit & Risk Committee received in-depth briefings on key operational and geopolitical risks across the Company’s portfolio. These included regular updates on Barrick’s strategies for mitigating global inflationary pressures, higher energy costs, supply chain disruptions, tax, and other remaining legacy issues. The Committee also reviewed Barrick’s cyber-security strategy and key cyber-related risks as well as its climate disclosures.

 

In 2023, the Committee oversaw a robust external audit tender process in keeping with our commitment to market-leading corporate governance practices. After a thorough review and evaluation of the firms participating in the tender process against the criteria established by the Audit & Risk Committee, the Committee recommended, and the Board approved, the selection of PwC as Barrick’s auditor. The reappointment of PwC in this role reflects the Board’s determination that PwC is best suited to Barrick and its business across multiple dimensions, including with respect to independence assurance and industry experience and expertise. In addition, the Committee was briefed by management on the company’s financial plan, dividend policy strategy, and share buyback program to ensure that Barrick maintained its liquidity and balance sheet strength while delivering sustainable returns to shareholders.

 

Barrick has a high-performance culture and 100% of all incentive compensation awarded to our executives is performance-based. Since the Merger, the Compensation Committee has continued to refine our long-term incentive (LTI) framework and our unique Performance Granted Share Unit (PGSU) plan to ensure that they support the key pillars of our long-term strategy, transparently reward long-term performance and reinforce our ownership culture.

 

In 2023, the Committee reviewed the executive compensation framework, taking into consideration shareholder feedback received from our ongoing shareholder outreach, to ensure that it comprises meaningful LTI measures reflecting deliberate management action and long-term value creation:

 

•   PGSUs granted reflect actual multi-year performance against five scorecard categories (previously seven).

 

•   50% of the long-term scorecard is now tied to returns (share price returns through relative Total Shareholder Return (TSR) and returns generated from disciplined capital allocation through Return on Capital Employed (ROCE)).

 

•   30% of the scorecard is linked to Barrick’s differentiated growth strategy through reserves replacement (organic growth) and strategic execution (including capital projects and inorganic growth).

 

•   ESG performance accounts for 20% of the long-term scorecard and 10% of the annual incentive criteria to reinforce our commitment to sustainability.

 

Annual performance incentives for management leaders are based on in-year achievement of personal scorecards tailored to their responsibilities and new for 2023 also include Company and regional measures relating to safety, environment, costs, and production.

 

In 2023, the Committee also reviewed Barrick’s compensation peer group to ensure that it is aligned with the competitive market for talent. We are committed to continuing to assess and refine our executive compensation framework to align with shareholders’ interests.

 

 

 

 

 

 

       
     

 

   

 

   

Barrick Gold Corporation | 2024 Circular

 

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Executives and Partners remain subject to market-leading share ownership requirements to align equity retention with the long investment lead times characteristic of the mining industry as well as with our long-term shareholders. Employee ownership at Barrick is broad and deep and the Company’s leaders continue to build on their substantial equity stakes. At the end of the year, the Chairman owned 2.7 million Barrick Shares while the President and Chief Executive Officer and other Named Executive Officers had a collective ownership of more than 7.2 million Barrick Shares.

 

As we embark on the journey ahead, I am confident in the collective wisdom and expertise of our Board members and leadership team. Together, we will navigate the challenges and opportunities that lie ahead, guided by our shared vision for Barrick’s continued success.

 

LOGO

 

J.B. Harvey

Lead Director

 

 

 

 

       
   

 

 

 

   

 

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Barrick Gold Corporation | 2024 Circular

 

    


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LOGO

Notice of 2024 Annual Meeting

 

 

Meeting Information

  
   
Date:   

April 30, 2024

  
   
Time:   

10:00 a.m. (Toronto time)

  
   

Location:

 

  

https://web.lumiagm.com/406457272

 

  

Fellow Shareholders:

You are invited to attend Barrick’s 2024 Annual Meeting of Shareholders (the Meeting) at which you will be asked to:

 

   

Elect 10 director nominees;

 

   

Appoint PricewaterhouseCoopers LLP as our auditor for 2024;

 

   

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

 

   

Consider the shareholder proposal set out in Schedule E of the Circular.

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.

In order to facilitate engagement with shareholders, Barrick is pleased to host a virtual meeting format for this year’s Meeting that shareholders may attend virtually by way of a live webcast regardless of their geographic location. Registered shareholders, non-registered (or beneficial) shareholders, and their duly appointed proxyholders will be able to participate, ask questions, and vote in “real time” through an online portal that may be accessed at https://web.lumiagm.com/406457272 by following the instructions set out in the Circular. Non-registered shareholders must carefully follow the procedures set out in the Circular in order to vote virtually and ask questions through the online portal. 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. Please refer to the section of the Circular entitled “Meeting and Voting Information” for additional details.

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 1, 2024. You may vote in person, virtually, or by proxy. See page 5 for further instructions on how you can vote.

Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor, by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

By Order of the Board of Directors,

 

LOGO

 

Joseph Heckendorn

Vice President, Corporate Secretary

and Associate General Counsel

March 21, 2024

 

 

General Information

In this Circular, “you”, “your”, and “shareholder” refer to the holders of common shares of Barrick. “We”, “us”, “our”, the “Group”, the “Company”, and “Barrick” refer to Barrick Gold Corporation, unless otherwise indicated. Information in this Circular is as of March 20, 2024, 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 2023 reported by the Bank of Canada was US $1.00 = Cdn $1.3497.

 

 

Barrick Gold Corporation | 2024 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  
 
  BCBCA   Business Corporations Act (British Columbia)  
 
  Board of Directors or Board   Board of Directors of Barrick  
 
  Change in Control Plan   Partner Change in Control Severance Plan  
 
  Circular   This 2024 Information Circular  
 
  Class 1 Environmental Incident   An incident that causes significant negative impacts on human health or the environment, or an incident that extends onto publicly accessible land and has the potential to cause significant adverse impact to surrounding communities, livestock, or wildlife  
 
  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 Oversight Committee  
 
  ESG   Environmental, Social, and Governance  
 
  Exchange Act   United States Securities Exchange Act of 1934, as amended  
 
  Executive Committee   Executives of Barrick including the 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; and Chief Operating Officer, Africa and Middle East; and others as may be appointed from time to time  
 
  GDX   VanEck Gold Miners Exchange Traded Fund  
 
  GHG   Greenhouse Gas  
 
  Global Peer Group   Agnico Eagle Mines Limited, Anglo American plc, AngloGold Ashanti Ltd., Antofagasta plc, BHP Group Limited, Cenovus Energy Inc., First Quantum Minerals Ltd., Freeport McMoran Inc., Gold Fields Limited, Kinross Gold Corporation, Newmont Corporation, Rio Tinto Ltd., South32 Limited, Teck Resources Limited, Canadian Natural Resources Ltd., Hess Corporation, Occidental Petroleum Corporation, and Suncor Energy Inc.  
 
  LTI   Long-Term Incentives  
 
  LTIFR   Lost-Time Injury Frequency Rate, a ratio calculated as the product of the number of lost-time injuries and 1,000,000 hours, divided by the total number of hours worked  
 
  Meeting   2024 Annual Meeting, to be held on April 30, 2024  
 
  Merger   The acquisition of Randgold by Barrick on January 1, 2019  
 
  Named Executive Officers (NEOs)   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; and Chief Operating Officer, Africa and Middle East  
 
  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  
 
  NGO   Non-Governmental Organization  
 
  NYSE   New York Stock Exchange  
 
  Partners   Individuals who participate in the Partnership Plan  
 
  Partnership Plan   Provides Partners (including the NEOs) 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  
   
  RSUs   Restricted Share Units  
 
  SEC   U.S. Securities and Exchange Commission  
 
  Sustainability Scorecard   A scorecard that measures Barrick’s ESG performance based on key performance indicators that are aligned to priority areas set out in Barrick’s strategy  

 

2   Barrick Gold Corporation | 2024 Circular


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  TCFD   Task Force on Climate-Related Financial Disclosures  
 
  Tier One Copper Asset   An asset with a $3.00 per pound reserve with potential for five million tonnes or more of contained copper to support a minimum 20-year life, annual production of at least 200,000 tonnes, and with all-in sustaining costs per pound life-of-mine in the lower half of the industry cost curve. Tier One assets must be located in a world class geological district with potential for organic reserve growth and long-term geologically driven value addition  
 
  Tier One Gold Asset   An asset with a $1,300 per ounce reserve with potential for five million ounces to support a minimum 10-year life, annual production of at least 500,000 ounces of gold and with all-in sustaining costs per ounce life-of-mine that are in the lower half of the industry cost curve. Tier One assets must be located in a world class geological district with potential for organic reserve growth and long-term geologically driven value addition  
 
  TRIFR   Total Reportable Injury Frequency Rate, a ratio calculated as the product of the number of reportable injuries (which includes fatalities, lost-time injuries, restricted duty injuries, and medically treated injuries) and 1,000,000 hours, divided by the total number of hours worked  
 
  TSR   Total Shareholder Return  
 
  TSX   Toronto Stock Exchange  
     

 

Non-GAAP Financial Performance Measures

Certain financial performance measures in this Circular – namely EBITDA, Adjusted EBITDA, Adjusted EBIT, Adjusted Net Earnings, Adjusted Net Earnings per Share, Free Cash Flow, Total Cash Costs per ounce, C1 Cash Costs per pound, All-in Sustaining Costs per ounce and All-In Costs per ounce – 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 and a detailed reconciliation to the most directly comparable measure under IFRS, see “Other Information – Use of Non-GAAP Financial Performance Measures” on page 112.

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”, “execute” or similar expressions, as they relate to the Company. In particular, this Circular includes, without limitation, forward-looking information pertaining to: the belief of management that the Company’s ability to implement a business plan that focuses on its 2024 strategic priorities will further Barrick’s aim to be the world’s most valued gold and copper mining business; forward-looking production guidance, including our ability to increase attributable production in gold equivalent ounces by more than 30% by 2030; our ability to convert resources into reserves and replace reserves net of depletion from production; mine life and production rates, including annual production expectations from Pueblo Viejo, Goldrush and Lumwana and anticipated production growth from Barrick’s organic project pipeline and reserve replacement; Barrick’s global exploration strategy and planned exploration activities; our ability to identify new Tier One assets and the potential for existing assets to attain Tier One status; our ability to maintain a 10-year production outlook; Barrick’s copper strategy; our plans and expected completion and benefits of our growth projects; targeted first production for the Reko Diq project; the resumption of operations at the Porgera mine and expected restart of mining and processing in the first quarter of 2024; our pipeline of high confidence projects at or near existing operations; the potential to extend Veladero’s life of mine and the timing for completion of construction of the Phase 7B Leach Pad; Lumwana’s ability to further extend the life of mine through the development of a Super Pit and the targeted timing for a PFS and first production; Barrick’s strategy, plans, targets, and goals in respect of environmental, and social governance issues, including local community relations, economic contributions and education, employment, and procurement initiatives, climate change and biodiversity initiatives; Barrick’s talent management strategy; Barrick’s performance dividend policy and share buyback program; and expectations regarding future price assumptions, financial performance and other outlook or guidance. 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.

Future Dividends

The declaration and payment of dividends is at the discretion of the Board, and will depend on the Company’s financial results, cash requirements, future prospects, the number of outstanding Barrick Shares, and other factors deemed relevant by the Board. The Board reserves all powers related to the declaration and payment of dividends. Consequently, in determining any dividends to be declared and paid on Barrick Shares, the Board may revise or terminate the payment level at any time without prior notice. As a result, investors should not place undue reliance on statements relating to future dividends.

Share Buyback Program

The actual number of Barrick Shares that may be purchased by Barrick under the share buyback program, if any, and the timing of any such purchases, will be determined by Barrick based on a number of factors, including the Company’s financial performance, prevailing market prices of the Barrick Shares, the availability of cash flows, and the consideration of other uses of cash, including capital investment opportunities, returns to shareholders, and debt reduction. The share buyback program does not obligate the Company to acquire any particular number of Barrick Shares, and the buyback program may be suspended or discontinued at any time at the Company’s discretion.

 

 

 

 

Barrick Gold Corporation | 2024 Circular      3  


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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 April 30, 2024 (the Meeting). Management will solicit proxies primarily by mail, but proxies may also be solicited personally by telephone by employees of the Company. The costs of preparing and distributing the Meeting materials and the cost of soliciting proxies will be borne by the Company.

The Company has retained Kingsdale Advisors to provide a broad array of strategic advisory, governance, strategic communications, digital and investor campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement upon the discretion and direction of the Company. For 2023, estimated aggregate fees to assist with soliciting proxies by mail and telephone were approximately $50,000, plus distribution costs and other expenses. Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

How we use Notice and Access

We distribute 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 2024 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/TSXT/abx or by calling TSX Trust Company (TSX Trust) 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 tsxt-fulfilment@tmx.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 intermediary.

How meeting materials will be delivered to shareholders

The proxy materials are sent to our registered shareholders through our transfer agent, TSX Trust. 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.

Non-registered (or beneficial) shareholders are asked to consider signing up for electronic delivery (“E-delivery”) of the Meeting materials. E-delivery has become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy, go to www.proxyvote.com, sign in with your control number, and vote on the matters that come before the Meeting. Following your vote confirmation, you will be able to select the electronic delivery box and provide an email address. Having registered for electronic delivery, going forward you will receive your meeting materials by email and will be able to vote on your device by simply following a link in an email sent to you by your intermediary, provided your intermediary supports this service.

Meeting Procedures

Attending the Meeting

 

     
LOGO  

 

  Date:

 

 

April 30, 2024

 

 

  Time:

 

 

10:00 a.m. (Toronto time)

 

 

  Location:

 

 

https://web.lumiagm.com/406457272

Only shareholders of record at the close of business on March 1, 2024 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 in accordance with the procedures set out below under the heading “How can I vote if I am a non-registered shareholder?”, to participate, ask questions, and vote at the Meeting using

 

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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/406457272, 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, the meeting ID 406-457-272, and the password barrick2024 (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 is 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 TSX Trust 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. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting.

If shareholders (or their duly appointed proxyholders) encounter any difficulties accessing the Meeting during the check-in, they may attend the Meeting by clicking “Guest” and completing the online form. The LUMI meeting platform is fully supported across Internet browsers and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Barrick Shareholders (or their proxyholders) should ensure that they have a strong Internet connection if they intend to attend and/or participate in the Meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Meeting. Technical support can also be accessed at support-ca@lumiglobal.com.

For additional information, please see below under “Voting Procedures”.

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 20, 2024, the Company had 1,755,636,101 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 20, 2024, 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 20, 2024, less than 1% of 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 TSX Trust by email at shareholderinquiries@tmx.com. Alternatively, please call TSX Trust 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 TSX Trust’s website at www.meeting-vote.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 1-888-489-5760 (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 416-595-9593.

 

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 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 TSX Trust as instructed. Please ensure that the person you appoint is aware that he or she has been appointed to attend the Meeting virtually on your behalf.

 

In order to participate in the virtual Meeting, your proxyholder must request a Control Number for the Meeting from TSX Trust by 5:00 p.m. (Toronto time) on April 29, 2024. Control Numbers can be obtained online by completing an electronic form on TSX Trust’s website, or by contacting TSX Trust by phone:

 

 

Electronic form

  

www.tsxtrust.com/control-number-request

        

By phone

  

Contact TSX Trust at 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America)

 

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. TSX Trust will provide your duly appointed proxyholder with a Control Number provided that your proxy has been received by TSX Trust 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.

 

For more information, please see above under the heading “Attending the Meeting” and below under the heading “How will my Barrick Shares be voted if I return a proxy?”.

 

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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/406457272, click on “I have a Control Number”, enter the 13-digit Control Number found on the proxy, the meeting ID 406-457-272, and the password barrick2024 (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. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before the Meeting. Non-registered shareholders must follow the procedures outlined below under the heading “How can I vote if I am a non-registered shareholder?” 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.

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 5:00 p.m. (Toronto time) on April 29, 2024, you contacted TSX Trust to request a Control Number. Control Numbers can be obtained online by completing an electronic form on TSX Trust’s website, or by contacting TSX Trust by phone:

 

  

Electronic form

  

tsxtrust.com/control-number-request

  

By phone

  

Contact TSX Trust at 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America)

 

 

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. 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. You will also need the latest version of Chrome, Safari, Edge, or Firefox. Please do not use Internet Explorer. As internal network security protocols (such as firewalls and VPN Connections) may block access to the LUMI meeting platform, please ensure that you use a network that is not restricted to the security settings of your organization or that you have disabled your VPN setting. It is recommended that you log in at least one hour before 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 Meeting virtually, he or she must contact TSX Trust at 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America) by no later than 5:00 p.m. (Toronto time) on April 29, 2024 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 TSX Trust before 5:00 p.m. (Toronto time) on April 26, 2024. If you plan to participate in the Meeting virtually (or to have your proxyholder attend the Meeting virtually), 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 TSX Trust before 5:00 p.m. (Toronto time) on April 26,

 

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2024. You should contact your Intermediary well in advance of the Meeting and follow their instructions if you want to participate in the Meeting virtually.

 

Non-registered shareholders who do not object to their name being made known to the Company may be contacted by Kingsdale Advisors 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.

 

Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

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, April 26, 2024. 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. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

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 TSX Trust. 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.

Will virtually attending the Meeting impact my ability to participate in the Meeting?

This year, Barrick is pleased to host a virtual Meeting in which shareholders can participate by following the instructions in this Circular and attend regardless of geographic location. The Company values shareholder participation and feedback, and expects that shareholders attending the Meeting virtually will have substantially the same opportunity to participate in the Meeting and ask questions of the Board and management as they would if attending the Meeting in person.

Shareholders will be able to submit their votes by virtual ballot during the Meeting through the LUMI meeting platform. The Chair of the Meeting will indicate the time at which polls open and close, and voting options will be visible on your screen. Shareholders who wish to vote virtually at the Meeting should follow the instructions set out above under the heading “Voting Procedures”.

At the virtual Meeting, registered shareholders, non-registered shareholders, and their duly appointed proxyholders who have followed the instructions in this Circular will be able to ask questions in “real time” through the online Meeting portal by sending a written message to the Chair of the Meeting through the LUMI meeting platform. To ensure you have the ability to ask questions during the Meeting, it is important that you follow the instructions set out above under the headings “Attending the Meeting” and “Voting Procedures”.

Registered shareholders, non-registered shareholders, and their duly appointed proxyholders who wish to ask questions are encouraged to submit their questions as soon as possible during the Meeting. Questions can be submitted in the text box (chat feature) of the LUMI meeting platform. During the Meeting, shareholders will also be able to provide direct feedback to management during the question-and-answer segment of the Meeting by submitting any feedback in the text box (chat feature) of the LUMI meeting platform.

The Chair of the Meeting and members of management present at the Meeting will answer questions relating to matters to be voted on before a vote is held on such matter, if applicable. General questions will be addressed at the end of the Meeting during the question-and-answer segment. Questions will be read aloud before a response is provided. So that as many questions as possible may be answered, shareholders are asked to be brief and concise and to address only one topic per question.

Consistent with an in-person Meeting, the Chair of the Meeting has broad authority and discretion to conduct the Meeting in an orderly manner, including determining the order in which questions are answered, the amount of time devoted to answering any one question, and the appropriateness of a question. While all questions are welcome, the Company does not intend to respond to questions that (a) are irrelevant to the Company’s operations or to the business of the Meeting; (b) relate to non-public information concerning the Company; (c) relate to personal grievances or personal business interests; (d) constitute derogatory references to individuals or that are otherwise offensive to third parties; (e) are repetitious or have already been asked by other shareholders; or (f) are out of order or not otherwise appropriate, as reasonably determined by the Chair of the Meeting. Questions from multiple shareholders on the same topic or that are otherwise related will, to the extent practicable, be summarized and answered together.

For any questions asked but not answered during the Meeting due to time constraints, shareholders may contact the Corporate Secretary at corporatesecretary@barrick.com. A video and audio recording of the Meeting will be available on Barrick’s website shortly following the Meeting.

 

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Any shareholder who validly submitted a proposal before the Meeting will be afforded a reasonable opportunity to present the proposal to the Meeting. Shareholders will be able to vote on any validly submitted shareholder proposal in the same manner they would on any item of business that properly comes before the Meeting.

Technical support will be available on the LUMI meeting platform on the day of the Meeting via e-mail at supportca@lumiglobal.com.

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 10 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;

 

   

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

 

   

AGAINST the shareholder proposal set out in Schedule E of this Circular.

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 20, 2024, 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 after I have submitted my proxy?

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 April 26, 2024;

 

   

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 April 26, 2024; or

 

   

Any other means permitted by law.

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 April 26, 2024, or by 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 TSX Trust, 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.

 

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Need help casting your vote?

 
For assistance with casting your vote, please contact Kingsdale Advisors at:
 
 Kingsdale Advisors
 
 Toll-Free within Canada and the United States:
 1-866-851-2571
 

 Text and call enabled outside North America:

 647-251-9704

 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

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 January 30, 2025.

Are any shareholder proposals being considered at the Meeting?

Yes. One shareholder proposal is being considered at the Meeting. For details, please refer to Schedule E of this Circular.

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

Barrick’s Articles set out advance notice procedures for director nominations, which require 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 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.sedarplus.ca, and EDGAR at www.sec.gov. As of March 20, 2024, 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, 2023, and related Management Discussion & Analysis, both of which can be found in our 2023 Annual Report on our website at www.barrick.com, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov.

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 2023 Annual Report by mail and would like to receive a copy, please contact TSX Trust by email at shareholderinquiries@tmx.com. Alternatively, please call TSX Trust 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 2023 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.sedarplus.ca, 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, 2023. Our financial statements are included in our 2023 Annual Report. The 2023 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.sedarplus.ca, and on EDGAR at www.sec.gov.

Electing Directors

You will be electing a Board of Directors consisting of 10 members. Please refer to the section entitled “Directors” on page 40 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 10 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 Chairman, or in the case of the 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 Environmental, Social, Governance & Nominating Committee (ESG & 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 tendered resignation.

Appointing the Auditor

 

LOGO

 

  

 

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

 

The Board, on the recommendation of the Audit & Risk Committee, recommends that PricewaterhouseCoopers LLP (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.

PwC has been our external auditor since 1983. In keeping with the Company’s commitment to maintain and observe market-leading corporate governance practices and financial reporting standards, Barrick commenced an external audit tender process in February 2023 pursuant to which it received and considered submissions from four leading audit service firms, including PwC. As a result of this process, the Audit & Risk Committee recommended the reappointment of PwC as Barrick’s auditor. See “Auditor Independence and Audit Tender Process” on the following page for additional details of the audit tender process.

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.

 

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What were PwC’s fees for 2023 and 2022? (1)

 

In millions of dollars

   2023             2022  
       

Audit fees(2)

     $9.9                          $9.7  

Audit-related fees(3)

     $0.3       

 

 

 

 

 

     $0.2  

Tax compliance and advisory fees(4)

     $0.4       

 

 

 

 

 

     $0.6  

All other fees

     $0.0       

 

 

 

 

 

     $0.0  

Total

     $10.6       

 

 

 

 

 

     $10.5  

 

(1)

The classification of fees is based on applicable Canadian securities laws and U.S. Securities and Exchange Commission (SEC) definitions.

 

(2)

Audit fees include fees for services rendered by the external auditor in relation to the audit and review of Barrick’s financial statements (inclusive of disbursements), the financial statements of its subsidiaries, and in connection with the Company’s statutory and regulatory filings.

 

(3)

In 2023, 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 planning, compliance services and audit support for various jurisdictions.

Auditor Independence and Audit Tender Process

PwC is independent within the meaning of the rules of the Public Company Accounting Oversight Board and, as required by the relevant SEC rules, Barrick’s lead audit partner at PwC rotates every five years (including most recently in February 2021). In addition, 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. For additional information regarding the mechanisms Barrick has adopted to ensure auditor independence, please see “Procedures for Complaints Regarding Accounting Matters and Auditor Independence Mechanisms” in Schedule A of this Circular.

In keeping with the Company’s commitment to maintain and observe market-leading corporate governance practices and uphold the highest financial reporting standards, Barrick commenced an external audit tender process in February 2023 pursuant to which it received and considered submissions from four leading audit services firms, including PwC. The tender process was conducted in accordance with the procedures approved by the Audit & Risk Committee, which also approved the criteria used to invite and evaluate audit services firms to participate in the tender process. The approved procedures were designed to facilitate a fair and efficient process and included, among other things, meetings with the Chair of the Audit & Risk Committee and select members of management with primary responsibility for engaging with Barrick’s auditor, site visits, written proposals, multiple in-person presentations and interviews, and access to a data room containing information relevant to the tender process. The evaluation criteria were chosen to ensure the selection of an audit services firm that is best suited to Barrick and its business across multiple dimensions, including independent assurance, audit approach, firm reputation and quality control, industry experience and expertise, lead audit partner quality, audit team capabilities, global network, technological capabilities and information security, pricing and fee structure, and firm diversity.

Following a thorough review and evaluation of the audit services firms participating in the tender process against the criteria established by the Audit & Risk Committee, the Audit & Risk Committee identified two audit services firms, including PwC, with the best performance in the tender process. Following a focused comparison of these two firms, the Audit & Risk Committee recommended the reappointment of PwC as Barrick’s auditor. In making its recommendation, the Audit & Risk Committee reviewed and considered the following key factors:

 

   

Whether the reappointment of PwC as Barrick’s auditor is in the best interests of the Company and its shareholders.

 

   

The results of management’s assessment of each of the participants in the tender process against the criteria established by the Audit Risk Committee.

 

   

The benefits associated with PwC’s continued engagement as Barrick’s auditor in light of its experience and its institutional knowledge of the Company’s business and assets, as well as the past and present quality of audit services provided by PwC, including transparency of communication with the Audit & Risk Committee (including early communication of potential issues), independent judgment, objective audit approach, and professional integrity.

 

   

PwC’s independence from Barrick within the meaning of the rules of the Public Company Accounting Oversight Board, as well as the independence safeguards in place between Barrick and PwC, including the required regulatory rotation of the lead audit partner, the mechanisms Barrick has adopted to ensure auditor independence, including the Audit Services Policy, and the relatively low quantum of PwC’s fees for non-audit services as a proportion of its fees for audit services.

 

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The potential impact on the operation of Barrick’s internal audit function resulting from a transition between auditors, including potential challenges and costs of an orderly and efficient transition.

 

   

PwC’s international reputation and global capabilities, including PwC’s ability to effectively and efficiently deliver audit services to a business with the global breadth, scale, complexity, and unique attributes of our business.

 

   

The results of third-party audit quality analysis, including inspection results from the Canadian Public Accountability Board and the Public Company Accounting Oversight Board.

 

   

The professional qualifications of PwC, the lead audit partner and the proposed audit team, as well as the ability to use technology and subject matter experts and specialists.

 

   

PwC’s internal succession planning for the rotation of engagement partners and the diversity of PwC’s engagement team.

 

   

The desired balance between PwC’s experience and fresh perspectives brought by mandatory lead audit partner rotation.

 

   

The competitiveness and reasonableness of PwC’s proposed audit fees.

 

   

The feedback received from shareholders in the course of Barrick’s shareholder engagement program.

 

   

The significant changes that have taken place on Barrick’s senior management team since 2019 which mitigates the threat of familiarity between the auditor and senior management.

The Board accepted the recommendation of the Audit & Risk Committee and approved the reappointment of PwC on November 1, 2023.

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 Say on Pay advisory vote held in 2023 was supported with the approval of 77.53% of those shareholders present at our 2023 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 2024 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. See “Why should shareholders approve our Say on Pay?” on page 24 for details regarding the comprehensive review of Barrick’s executive compensation framework undertaken by the Compensation Committee during 2023.

 

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The Board recommends a vote FOR the 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.

Shareholder Proposal

 

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The Board recommends a vote AGAINST the shareholder proposal.

 

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 “AGAINST” the approval of the shareholder proposal.

At the Meeting, shareholders will consider the shareholder proposal set out in Schedule E of this Circular. Following careful consideration of the proposal, as well as engagement with the proposal’s proponents, the Board recommends voting AGAINST the proposal for the reasons set out in the Board’s response in Schedule E.

 

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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 attending the Meeting.

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, 2023. The 2023 NEOs are the 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; and Chief Operating Officer, Africa and Middle East. Each of our NEOs participates 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).

Business of the Meeting

We are asking our shareholders to vote on the matters below. The Board recommends that you vote FOR the following resolutions:

 

   

Elect 10 director nominees

   

Appoint PwC as our auditor for 2024

   

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

In addition, shareholders will vote on the shareholder proposal set out in Schedule E of this Circular. The Board recommends you vote AGAINST the proposal.

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 1, 2024. 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.

Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

Delivering value now and in the future from a position of strength

2023 was another year of progress, built on ambitions set at the time of our transformational Merger with Randgold five years ago. On our journey to build the world’s most valued gold and copper mining company, we continue to deliver a strong financial performance, showcase our commitment to partnerships with our host countries and stakeholders, and pursue growth and optimization opportunities as “One Team with One Mission”. We have a world-class portfolio of Tier One Gold and Copper Assets, and a solid foundation on which we can grow our production and our value. Barrick also has one of the deepest project pipelines in the mining industry, including brownfield projects near existing operations, greenfield exploration discoveries and some of the largest undeveloped gold and copper deposits in the world. We continue to maintain a strong balance sheet and are well positioned to capitalize on future growth and investment opportunities aligned to our strategic vision, sustainability ambitions, and investment filters.

 

   

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Key highlights of our 2023 strategic progress are summarized below and reinforce Barrick’s solid case for investment:

 

NYSE total shareholder return performance from Merger announcement to December 31, 2023

 

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 A foundation of six Tier One Gold Assets with rolling 10-year plans that provide a sustainable and industry-leading production profile

 

 Successful exploration and mineral resource management has led to a third consecutive year of organic gold reserve growth over and above annual depletion

 

 We boast one of the strongest balance sheets in the gold mining industry, with a long-term corporate credit rating of A3 – making Barrick the highest-rated company in the gold mining sector

 

 We continue to deliver strong returns to our shareholders, including dividends that totaled $700 million in 2023

 

 Since the announcement of the Merger in September 2018, our quarterly base dividend per share has more than tripled to $0.10

 

 We have a clear performance dividend policy and share buyback program that allows us to further enhance returns to shareholders when the Company’s liquidity is strong

 

 Sustainability and trusted long-term partnerships with our host communities and stakeholders globally are entrenched in our DNA

 

 Protecting the health and safety of our people is Barrick’s top priority and last year we made tangible progress in our Journey to Zero global safety program

 

 We are working to reduce our carbon footprint, identifying and adapting to potential climate-related risks to our business, and building resilience within our host communities and countries

 

 We have invested in our future through focused brownfield and greenfield exploration, major growth projects, and a commitment to attracting and nurturing the best talent in the industry through training and career development opportunities across the Company

 

 

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A leader in sustainability that prioritizes investing in a better future

Our sustainability strategy is our business plan. Sustainability is the foundation for how we conduct our business: we contribute to the social and economic development of our host countries and communities; we protect the safety and health of our workforce; we respect human rights; and we manage our impact on the natural environment. We do this through what we call Holistic and Integrated Sustainability Management. Our approach to sustainability needs to be based on science and holistically address the challenges of poverty, climate change, and nature to create long-term value for all of our stakeholders with future generations in mind. As an industry leader, it is incumbent on us to be responsible stewards of national assets and a genuine partner for our host communities in locally-led development, and to build resilience to global challenges. This approach is linked to the objectives of the United Nations Sustainable Development Goals (SDGs) and seeks to deliver outcomes that are achievable, demonstrable, and align with global sustainability priorities.

 

  LOGO   

Climate resilience

 

•   Our climate change strategy is not focused solely on emissions reduction targets. Rather, we integrate aspects of biodiversity protection, water management, and community resilience into our approach to responsible mining, including understanding the risks and opportunities for our business

 

•   We believe that emission reduction targets need to be demonstrable and achievable. We published our detailed Roadmap to Net Zero by 2050 in our 2021 Sustainability Report, and disclosed our Scope 3 emissions targets in the November 2023

  

Community Resilience

 

•   Responsible mining is a core driver for significant socio-economic upliftment and building community resilience. Therefore, creating long-term value and sharing the economic benefits drives our approach to sustainability, and community development

 

•   We deliver jobs and economic opportunities to local communities, invest in education, prioritize local and national procurement in host countries, and pay our fair share of taxes

  

Nature

 

•   Conserving biodiversity is fundamental to planetary survival, essential to tackling climate change, and has an important role to play in the eradication of poverty. We strive not only to preserve and maintain biodiversity within our areas of operation but to partner with NGOs and other organizations to protect and restore key biodiversity features

Our sustainability strategy and approach to sustainability governance

We believe that our Company-wide focus on ESG management is one of our core advantages in the global competition to be the partner of choice for host communities and to attract investment and human capital. The Environmental, Social, Governance and Nominating Committee is responsible for overseeing our environmental, climate, safety and health, corporate social responsibility and human rights programs, policies and performance.

Because sustainability is an essential part of our culture, it is firmly embedded throughout the organization. Just as the management of our mineral resources and mining operations are central to our business, so too is the management of sustainability aspects in our business. This means that the day-to-day ownership of sustainability risks and opportunities is in the hands of individual sites, on the ground where our operations are located. Each site is responsible for identifying risks and opportunities, metrics, and targets that measure real progress and deliver real impacts both for the business and for our stakeholders, including the countries in which we operate and our host communities. Site-level ownership is supported by regional sustainability leads, regional chief operating officers, and the Group Sustainability Executive, who provides oversight and direction over this site-level ownership to ensure alignment with the strategic priorities of the overall business. The Environmental & Social Oversight Committee (E&S Committee) is our most senior management-level body dedicated to sustainability, which helps to connect site-level ownership of sustainability to management, and in turn to our Board, which has ultimate responsibility for sustainability. For more information on our sustainability governance approach, please refer to page 35 of this Circular.

Living our sustainability strategy

We live our sustainability strategy by prioritizing local hiring to grow the cultural and ethnic diversity of our workforce and to do so naturally through our role as an equal opportunity employer that only appoints the best person to the job based on individual strengths, irrespective of gender, race, disability, ethnicity, religious belief, or sexual orientation. For decades, we have built a

 

   

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naturally multicultural and ethnically diverse workforce by prioritizing local recruitment, with 97% of our employees worldwide and 77% of site leadership teams consisting of host country nationals (as at December 31, 2023). This emphasis on local hiring not only gives each operation a close affinity with its host community, but also provides Barrick with a global perspective on challenges and opportunities facing our business. At a time when the mining industry’s recruitment pool is shrinking, we are actively seeking to attract talented young people by presenting them with exceptionally rewarding career opportunities in a model, world-class business that has been designed to be future-facing. For more information on our strategy to achieve a more diverse and engaged workforce, please refer to “Local Workforce and Gender Diversity” in Schedule A of this Circular. Investors are encouraged to review our Sustainability Report, a copy of which is available at www.barrick.com, to see how we work toward making a positive difference in the lives of employees, stakeholders, business partners, and host communities around the world.

Long-standing stakeholder engagement program remains a top priority

Barrick’s business is about partnerships – with our people, governments, communities, suppliers, shareholders, and other stakeholders. This core tenet means balancing our own interests and priorities with those of our stakeholders and 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 believe that regular, transparent communication is essential to Barrick’s long-term success, and we have a longstanding practice of regularly engaging with our stakeholders on all aspects of our business. Through our ongoing and systematic dialogue, as set out below, we seek to ensure that our approach to corporate governance is a dynamic framework that can accommodate the evolving demands of a changing business environment and remain responsive to the priorities of our business, shareholders, and other stakeholders. The diagram below refers to Barrick’s general approach to governance-focused shareholder engagement.

 

 

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We value the ongoing feedback that we receive from our shareholders. The Board considered the shareholder feedback reflected in our annual advisory Say on Pay vote of 77.53% and approved certain changes informed by this feedback, as outlined below. Furthermore, in early 2024, significant shareholders representing approximately 59% of the issued and outstanding Barrick Shares (as of March 20, 2024) were invited to discuss our performance, sustainability strategy, environmental goals, human capital strategy, executive compensation matters, as well as key governance priorities, including Board composition, diversity, and renewal. These governance engagements are in addition to the regular discussions that our executive leadership and Investor Relations teams have with Barrick’s institutional and retail shareholders, which often include governance, sustainability, and similar matters as well.

 

 Themes    Overview of actions informed by shareholder feedback
   

Governance

See page 20 for further details

  

•   Completed a thorough review of our Board leadership structure in 2023, having regard to the specific needs of our business, the duties of the Board, and the best interests of the Company’s shareholders. Effective February 13, 2024, the Executive Chairman transitioned to a Chairman role

 

•   Achieved the gender diversity commitment set out in our Diversity Policy for women to represent at least 30% of directors and approved annual disclosure regarding directors who self-identify as racially or ethnically diverse

 

Executive Compensation

See page 24 for further details

  

•   Completed a thorough review of Barrick’s executive compensation in 2023

 

•   Further strengthened the linkage of incentive payouts to shareholder returns as measured by Relative TSR and Return on Capital Employed (ROCE)(1) (50% of LTI)

 

•   Introduced new performance measures for our API Program centered around ESG, Production, and Costs categories (together weighted at 30% collectively) designed to align API payouts with operational key performance indicators and overall Company performance, while maintaining our commitment to reward annual individual performance contributions (remaining 70% weighting), which is a cornerstone of Barrick’s unique partnership culture

 

•   Tied 30% of our incentive payouts to ESG performance, comprised of a new 10% weighting under our API Program linked to our annual safety and environment performance and a 20% weighting under our Long-Term Company Scorecard linked to the assessment of our Sustainability Scorecard

 

Sustainability

See page 17 for further details

  

•   Continued to demonstrate climate change leadership by setting and disclosing our Scope 3 emissions, the indirect emissions associated with our value chain, along with our longstanding Scope 1 and 2 detailed roadmap targeting a 30% reduction in greenhouse gas (GHG) emissions by 2030 against our 2018 baseline, while maintaining a steady production profile, with our goal of achieving net zero emissions by 2050

 

•   Enhanced our tailings disclosure and ensured conformance with the Global Industry Standards on Tailings Management (GISTM) for all “Extreme” and “Very High” consequence tailings storage facilities

 

(1)

ROCE is an internal performance measure used to manage performance. ROCE measures return on capital employed by taking Adjusted EBIT (Adjusted EBITDA less depreciation) and dividing by the average capital employed. Capital employed is calculated as total assets exclusive of cash (adjusted for Construction in Progress and assets currently not being depreciated) net of total liabilities exclusive of debt. Construction in Progress and assets currently not being depreciated are disclosed in note 19 to the comparative audited annual financial statements for the year ended December 31, 2023 and primarily relate to assets under construction at our operating mines as well as our development projects including Pascua-Lama, Norte Abierto and Reko Diq. Adjusted EBIT and Adjusted EBITDA are non-GAAP financial measures with no standardized meaning 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 recently comparable IFRS measures, please see “Other Information – Use of Non-GAAP Financial Performance Measures” on page 112.

How to Contact Us

 

 

Our Board

 

Provide feedback to our Board by writing to our Chairman

 

Attention: Chairman

Barrick Gold Corporation

TD Canada Trust Tower

Brookfield Place

161 Bay Street, Suite 3700

P.O. Box 212

Toronto, Ontario M5J 2S1

Email: chairman@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

 

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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.

Board and Corporate Governance Highlights

 

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  The Board recommends a vote FOR all the director nominees.

 

We strive to be the world’s most valued gold and copper 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.

New governance structure to support Barrick’s next phase of growth

In 2014, under our Chairman’s stewardship, Barrick undertook a “Back to the Future” strategy to recapture and make relevant the original, authentic DNA of Barrick as it existed when Peter Munk and his partners built Barrick, centered on four core elements: a partnership culture; a lean, nimble, decentralized business model; an intensive focus on creating long-term value; and financial rigor and prudence as evidenced by discerning portfolio management and a healthy balance sheet. These core elements drove Barrick’s early success and have continued to drive Barrick’s business, culture, and values following the transformational Merger with Randgold in 2019.

Having appointed seven new directors since the Merger just over five years ago, we now have an experienced and diverse Board, comprised of directors with a mosaic of skills to support our strategy and a diversity of backgrounds, experiences, and viewpoints to effectively represent our stakeholders globally. As a result, the Chairman determined that this was the appropriate time to transition from an Executive Chairman to a Chairman role, effective February 13, 2024. In this capacity, the Chairman will continue to provide leadership and direction to the Board and facilitate the operations and deliberations of the Board and the satisfaction of the Board’s functions and responsibilities under its Mandate. Because the Chairman is a former executive who is deemed to not be independent for purposes of applicable securities laws and stock exchange rules until the third anniversary of the transition, Mr. Brett Harvey will remain in the role of the Lead Director and will continue to facilitate the functioning of the Board independently of management, acting as the independent leadership contact for directors and shareholders, and maintaining and enhancing the quality of the Company’s corporate governance. Dr. Mark Bristow remains the President and Chief Executive Officer of Barrick and will continue to focus on his primary responsibility, being the day-to-day operational leadership and execution of the Company’s strategic priorities.

As noted above, the Chairman will remain non-independent until the third anniversary of the transition. As a result, if all of the director nominees are elected at the Meeting, the Board will consist of 10 directors, eight of whom would be considered independent.

See “Our Commitment to Corporate Governance – Board Composition and Refreshment” on page 30 and Schedule A of this Circular for additional details on our Board leadership structure.

Strong corporate governance helps us execute through complexities and create long-term value for our stakeholders

 

 

 Non-Executive Chairman and Independent Lead Director

 

 Fully Independent Committees

 

 Majority Voting Policy

 

 Annual Board Evaluation Process

 

 Board Orientation Program

 

 Board Continuing Education Program

 

 Shareholder Engagement Policy

 

  

 

 Diversity Policy

 

 Board Interlocks Guidelines

 

 Share Ownership Policy (Directors, Officers, Partners)

 

 Clawback Policy and Executive Officer Recovery Policy

 

 Annual Advisory Vote on Executive Compensation

 

 Code of Business Conduct and Ethics

We regularly assess and enhance our corporate governance practices. See page 30 and Schedule A of this Circular for additional details on our corporate governance practices.

 

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Our Board has a mosaic of skills to support our strategy and embraces diversity of backgrounds, experiences, and viewpoints to effectively represent our stakeholders globally

Our ESG & Nominating Committee has identified the experience and expertise that are necessary to support Barrick in delivering consistent and growing returns and achieving the Company’s strategy. Having the best technical talent in the industry, building long-term partnerships with stakeholders, obtaining community support, negotiating benefit sharing arrangements, securing necessary permits, and protecting communities and the environment are all critical to the success of our business. Achieving these objectives requires 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 and those with the skills and experience necessary to ensure our business can secure and maintain our license to operate and manage risks appropriately. Our slate of 10 director nominees for election at the Meeting was carefully constructed to ensure that our director nominees represent key business geographies and is comprised of individuals whose backgrounds reflect the diversity of our stakeholders. As a result, 40% of our nominee directors are women and 40% self-identify as racially and/or ethnically diverse. Each director nominee contributes to the Board’s overall diversity by providing, among other characteristics, a diversity of thought, perspective, personal and professional experience, and cultural background.

Since the Merger on January 1, 2019, we have appointed seven new directors to the Board, including four highly qualified female directors who were each identified and evaluated through a rigorous director search process overseen by the ESG & Nominating Committee. Ms. Loreto Silva, Ms. Anne N. Kabagambe, Ms. Helen Cai, and Ms. Isela A. Costantini were appointed to the Board in August 2019, November 2020, November 2021, and November 2022, respectively. Consistent with our commitment to increasing the Board’s diversity, in early 2021, the Board approved amendments to our Diversity Policy to include a target for women to represent at least 30% of directors by the end of 2022. We have met this target and, if all director nominees are elected at the Meeting, women will represent 40% of all Barrick’s directors and 50% of our independent directors.

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 “Our Director Nominees” on the next page or “Directors” on page 40.

 

 

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Our Director Nominees

We believe our 10 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. For more details on our Diversity Policy, see “Diversity Initiatives” in Schedule A of this Circular.

 

Overview of our Board’s Profile

 

 

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TOTAL
(of 10)

 

                       

 

 

 

 

 

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  Capital Allocation & Financial Acumen                                                   10
 

 

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  M&A Execution                          9
 

 

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  Mining Operations                                      3
 

 

 

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  Risk Management                            8
 

 

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  Health, Safety, Environmental & Climate                                   6
 

 

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  Talent Development and Allocation & Partnership Culture                          9
 

 

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  International Business Experience & Global Partnerships                          9
                       
   

 

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  Government and Regulatory Affairs & Community Relations                              7

 

 

 

 

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 Age

 

 

65

 

 

50

 

 

55

 

 

52

 

 

77

 

 

73

 

 

67

 

 

70

 

 

59

 

 

70

 

    Average 
 64 years 

 

 

 Board Tenure

 

 

5

 

 

2

 

 

5

 

 

1

 

 

10

 

 

18

 

 

3

 

 

5

 

 

4

 

 

12

 

    Average 
 7 years 

 

 

 

 Independence*

 

 

 

 

 CEO 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

C

 

   8

 (80%) 

 

 

 Gender 

 

 

Male

 

 

 

 

     

 

     

 

 

 

     

 

     

 

   6

 (60%) 

 

     

Female

 

                           

 

       4

 (40%) 

 

 

 Racially and Ethnically Diverse^

 

                           

 

       4

 (40%) 

 

   

Current membership on other public company boards

 

 

N/A

 

 

2

 

 

1

 

 

2

 

 

N/A

 

 

2

 

 

N/A

 

 

N/A

 

 

 N/A 

 

 

3

 

   Average

1

 

      * CEO = President and Chief Executive Officer; C = Board Chairman

      ^ Racially and ethnically diverse directors include those who have identified as a member of a visible minority

 

22   Barrick Gold Corporation | 2024 Circular


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Legend:

 

 

 

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

 

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

 

 

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

 

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.

 

   

 

LOGO

 

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

 

   

 

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

 

International Business Experience & Global Partnerships: Experience conducting business internationally, including exposure to a range of political, cultural, and regulatory requirements and understanding of the importance of diversity to a global company with a diverse set of stakeholders, informed by experience of race, ethnicity, and/or nationality. 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.

 

 

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Compensation Discussion & Analysis Highlights

 

LOGO   

 

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

 

Why should shareholders approve our Say on Pay?

Barrick’s executive compensation framework is an integral part of the Company’s strategy and our employee value proposition. Our distinctive executive compensation framework is uniquely tailored to support our partnership culture and was designed with input gained from extensive annual consultation with our shareholders since 2014.

As disclosed in the 2023 Circular, in advance of the fifth anniversary of Barrick’s transformational Merger with Randgold, the Compensation Committee undertook a comprehensive review of Barrick’s executive compensation framework during 2023 to ensure that it remained aligned with our strategic goals, human capital strategy, and the interests of our shareholders. This review also considered prior feedback from fellow shareholders and a need to further enhance our pay and performance alignment as reflected in the 77.53% approval of last year’s Say on Pay vote.

Over the last decade, we have made a range of meaningful changes and refinements to our compensation and governance programs informed by shareholder feedback. We are committed to continuing to assess and refine our executive compensation programs to align with our business needs and shareholders’ interests. The changes we made to our Annual Performance Incentive Program and the Long-Term Company Scorecard in 2023, summarized in the table below, underscore this commitment. We encourage you to read about Barrick’s executive compensation program beginning on page 58 in this document.

 

 

A Unique Executive Compensation Program that Supports our Partnership Culture

 

 

2023 updates informed by feedback

1  

Performance-driven and aligned with our strategic priorities

 

Our incentive compensation plans (comprising the API Program and the PGSU Plan) are 100% performance-based, as we believe there should be a direct link between pay and the actual contribution our executives make towards the achievement of our overall business objectives and long-term success. The API Program rewards individual contributions to the delivery of annual strategic priorities and operational commitments and shared accountability for the achievement of annual cost, production, and ESG goals. The PGSU Plan rewards the achievement of goals aligned with our long-term operating and strategic plan over a three-year lookback period. We disclose our performance measures and objectives each year, which holds management accountable for the goals we set out to achieve. As incentive awards are based on actual performance delivered, the values we disclose in the “Summary Compensation Table” truly reflect actual earned compensation.

 

   Linked API to Company measures, including our ESG performance: Tied 30% of API outcomes to production, cost, and ESG (safety and environment) goals to reinforce shared accountability for our short-term goals for the Company and by region.

 

   Linked LTI measures to Barrick’s differentiated growth strategy: Tied 30% of LTI to reserves replacement (organic growth) and strategic execution (capital project execution and inorganic growth).

 

See graphic on next page summarizing the key year-over-year changes.

 

2  

Ambitious but attainable targets

 

We review our business plan at the beginning of each year to define the key areas of focus for each role and strategic and operational commitments to develop API Scorecards. For the PGSU Plan, we review the Long-Term Company Scorecard against our strategic plan and investor guidance to ensure that performance measures support the execution of our strategy. Target ranges for performance measures are reviewed and set based on challenging levels of performance that reflect Barrick’s life of mine plans and strategy, shareholder expectations, and the competitive environment.

 

 

   New regional API Company measures: Introduced new regional production, cost, and ESG measures to reinforce accountability and increase individual line of sight to performance.

3  

Pay is intrinsically aligned to shareholders’ interests

 

We are a Company of Owners who are financially invested in Barrick’s success, which is reflected in the breadth and depth of share ownership across the Company. Our PGSU Plan ties a significant portion of compensation to Barrick Shares subject to share ownership requirements that far exceed those of our peers and the broader market. As of March 1, 2024, NEOs (including the President and Chief Executive Officer) held over 7.6 million Barrick Shares worth more than $114 million; and the Board (excluding the President and Chief Executive Officer) held over 3 million Barrick Shares worth more than $45 million.

 

   Enhanced linkage of LTI to returns: Increased alignment of LTI with returns to shareholders from 15% to 50%, with 35% of PGSU awards tied to Relative TSR (versus the GDX) and 15% tied to a new Return on Capital Employed goal. The remaining 50% is tied to other measures that we believe are drivers of our long-term value.

 

 

 

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4  

Attract and retain top talent

 

We provide competitive compensation packages in order to attract, retain, and motivate top executive talent. Our compensation framework is also designed to discourage unnecessary and excessive risk taking, with features such as capped incentive plan payouts and meaningful share ownership requirements, as well as a Clawback Policy and an Executive Officer Recovery Policy. The Compensation Committee periodically reviews our compensation framework in the context of competitive practice (Global Peer Group comprised of mining and extractive industry companies selected based on international scale of operations, size, and complexity of operations), regulatory developments, and leading corporate governance practices.

 

   Maintained composition of Global Peer Group (n=18) which continues to reflect our global competition for talent.

 

Performance Measures Tied to our Differentiated Strategy

  2023 API Scorecards  

 

2023 Long-Term
Company Scorecard

LOGO

 

 

 

•   N/A

 

•   Relative TSR (35%)
Up from 15% in 2022

 

•   Return on Capital Employed(1) (15%)
New for 2023

 

LOGO

 

 

 

•   Tailored strategic
outputs (70%)

Down from 100% in 2022

 

•   Production (10%)
New for 2023

 

•   Costs (10%)
New for 2023

 

 

•   Reserve Replacement(2) (15%)
New for 2023

 

•   Strategic Execution (15%)
Same as 2022

LOGO

 

 

 

•   Safety: Lost-Time
Injury Frequency
Rate (LTIFR)
(3) (5%)
New for 2023

 

 

 

•   Environment: Class 1 Incidents(4) (5%)
New for 2023

 

•   Sustainability Scorecard (20%)
Down from 25% in 2023, offset by new ESG measures in API

 

(1)

ROCE is an internal performance measure used to manage performance. ROCE measures return on capital employed by taking Adjusted EBIT (Adjusted EBITDA less depreciation) and dividing by the average capital employed. Capital employed is calculated as total assets exclusive of cash (adjusted for Construction in Progress and assets currently not being depreciated) net of total liabilities exclusive of debt. Construction in Progress and assets currently not being depreciated are disclosed in note 19 to the comparative audited annual financial statements for the year ended December 31, 2023 and primarily relate to assets under construction at our operating mines as well as our development projects including Pascua-Lama, Norte Abierto and Reko Diq. Adjusted EBIT and Adjusted EBITDA are non-GAAP financial measures with no standardized meaning 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 recently comparable IFRS measures, please see “Other Information – Use of Non-GAAP Financial Performance Measures” on page 112.

 

(2)

Reserves Replacement supports our long-term production forecast and growth profile and is calculated from the cumulative net change in attributable reserves in gold equivalent ounces from the most recently completed year and the trailing two years divided by the cumulative depletion in attributable reserves in gold equivalent ounces from the most recently completed year and the trailing two years (excluding attributable acquisitions and divestments). For further details, see “Other Information – Technical Information – Reserve Replacement” on page 117.

 

(3)

Lost-time injury frequency rate (LTIFR) is a ratio calculated as follows: number of loss time injuries x 1,000,000 hours divided by the total number of hours worked.

 

 

(4)

An incident that causes significant negative impacts on human health or the environment, or an incident that extends onto publicly accessible land and has the potential to cause significant adverse impact to surrounding communities, livestock, or wildlife.

For more details on why we selected these measures and the 2023 assessment of the API Scorecards for each NEO and the Long-Term Company Scorecard, see “Compensation Discussion & Analysis – 2023 Performance Considerations for NEOs” on page 67.

 

Barrick Gold Corporation | 2024 Circular      25  


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Our 2023 compensation decisions reflect continued delivery against our 2023 priorities

In addition to solid execution against our 2023 priorities, Barrick has significantly bolstered its operational and financial standing, positioning the Company for the delivery of sustainable returns. These include ownership of a world class portfolio of six Tier One Gold Assets and three producing copper mines. The Company has added a number of major growth projects and significant opportunities for further organic expansion. Our mined reserves have been replenished organically for the third consecutive year providing a clear runway to sustainable returns with 10-year business plans in place for all Tier One gold mines and our copper mines. With our long record of exploration success, leadership in sustainability, and a strong balance sheet with a substantial cash balance, the Company is well positioned to support shareholder returns and invest in additional growth projects. Our 2023 performance highlights are detailed in the table below.

Our executive compensation program aligns our incentive compensation outcomes to short- and long-term performance and delivers a meaningful portion of overall pay in the long-term to reward a consistent management focus on long-term value creation. Consistent with our pay-for-performance philosophy, 100% of the value of incentive compensation awarded each year reflects actual performance delivered by Barrick as a company and individually by our NEOs. For 2023, Barrick’s overall performance and the individual performance of the NEOs resulted in a collective score of 53.4 out of 100 for the Long-Term Company Scorecard, and API awards ranging from 80 to 90 out of 100 for the Strategic Priorities component of the individual API Scorecards. For more information, see “Compensation Discussion & Analysis” beginning on page 58.

 

 Strategic priorities (as disclosed)

 Grow the business through accretive value-adding discoveries and/or acquisitions

 Live and instill our company DNA throughout all levels of the organization, including with our contractors, communities, and stakeholders

 Achieve a Zero Harm workplace, led by the executive and operational teams, where all employees are personally accountable for their own safety

 

   

Delivered strong results through our world-class portfolio of six Tier One Gold Assets, maintaining a 10-year production outlook that highlights a stable production base and ability to generate strong cash flow well into the future

 

   

Received Record of Decision for Goldrush project in December 2023 and commenced construction of surface infrastructure accesses; Goldrush is forecast to produce approximately 130,000 ounces of gold in 2024, increasing to 400,000 ounces by 2028(1)

 

   

Invested in our future growth by extending or building on our global exploration footprint in North America, Latin America, Asia Pacific, Africa, and the Middle East, with encouraging brownfield exploration results from Nevada, Pueblo Viejo, Loulo-Gounkoto, Tongon, Kibali, North Mara, and Jabal Sayid; drilling confirms significant upside potential at our 100% owned Fourmile project in Nevada

 

   

In line with our ambition to grow our copper portfolio and to identify new mining opportunities, we built on our exploration successes with the Jabal Sayid and Lumwana expansions and commenced exploration around the Arabian-Nubian Shield, the Tethyan Metalliferous Belt which hosts Reko Diq, and the Central African Copper belt

 

   

Substantial growth in copper production combined with the output from our sector-leading gold portfolio expected to increase attributable production in gold equivalent ounces(2) by more than 30% by 2030

 

   

Formally completed the Porgera Commencement Agreement in December 2023 which enabled the recommissioning of the Porgera gold mine in Papua New Guinea

 

   

Advanced feasibility work on Reko Diq in Pakistan and Super Pit Expansion project at Lumwana in Zambia – both targeting production in 2028

 

   

Our safety performance in 2023 did not meet our high standards and, regrettably, we recorded a total of five fatalities for 2023. We further developed our Fatal Risk Management Program with 10 Fatal Risk Standards and associated critical controls, carried out a gap analysis on the 10 Standards against current site procedures/standards, and refreshed our Field Level Risk Assessment tool

 

 Operational Excellence priorities (as disclosed)

 Safely execute our 2023 business plans and growth projects through delivery of all of our production, costs, and capital project targets

 Install operational flexibility within our business plan

 Fully integrate and leverage our information technology systems and ensure standardized (where appropriate) and fit-for-purpose processes to enable effective and efficient management of the business

 Embrace and drive technological innovation, data analytics and visualization, automation, and implementation

 Drive unit cost efficiencies to ensure optimal resource value

 Effectively communicate Barrick’s investment thesis and unique value proposition to drive shareholder value

 

   

Reported gold production for the full year of 4.1 million ounces which fell just short of our annual guidance of 4.2 million ounces due to operational challenges, while copper production of 420 million pounds met the guidance range

 

   

Year-on-year increase in operating cash flow (up 7% to $3.7 billion) and free cash flow(3) (up 50% to $646 billion) in 2023

 

   

Year-on-year 200% increase in net earnings per share to $0.72 and 12% increase in adjusted net earnings(4) to $0.84 per share

 

   

Continued to have one of the strongest balance sheets in the industry with nearly no debt net of cash(5), which supported a total of $700 million in dividends paid to shareholders in 2023

 

   

Maintained a long-term corporate credit rating by Moody’s of A3, with a stable outlook, the highest in the gold industry

 

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Invested approximately $43.2 million in community development projects in 2023. These investments were determined through our industry-leading Community Development Committees (CDCs) which empower our communities to direct development investment to where it is most needed, rather than a company-led corporate social responsibility obligation

 

   

Veladero Phase 7B leach pad expansion scheduled for completion in 2024

 

   

Substantially completed Pueblo Viejo plant expansion, which is designed to increase throughput to 14Mt per year and to sustain gold production in excess of 800,000 ounces per year (on a 100% basis) going forward

 

   

Commenced construction of a 200 MW solar facility which will supply renewable energy to Nevada Gold Mines

 

 Sustainable Profitability priorities (as disclosed)

 Optimize our asset portfolio and unlock further resource and reserve potential to maintain the 10-year plan and beyond

 Drive our holistic approach to sustainability that differentiates us as leaders in the industry with strong governance as a natural consequence

 Strengthen our social license through sustainable investment and partnerships, engagement, and sharing of benefits with our communities

 Attract, retain, and develop an effective and diverse workforce that is agile, integrated, and able to deliver safely on our plans

 Be the mining partner of preference

 

   

Successfully and organically replaced all Group gold mineral reserves depleted by mining in 2023 for the third consecutive year, supporting a sustainable rolling 10-year plan

 

   

Group 2023 reserve depletion replacement: 109% gold and 124% copper, which combined is 112% on a gold equivalent ounce basis(2)

 

   

Continued to prioritize local hiring and building the skills and capability of our host country workers to multiply our positive impact on local, regional, and national economies. As at December 31, 2023, 97% of our employees were local nationals

 

   

Continued our commitment to creating an inclusive environment where all voices are heard, all cultures respected, and a variety of perspectives are not only welcome, but are also essential to our long-term success

 

   

Continued to demonstrate climate change leadership through the setting and disclosure of our Scope 3 emissions, the indirect emissions associated with our Value Chain, along with our longstanding Scope 1 and 2 detailed roadmap targeting a 30% reduction in GHG emissions by 2030, while maintaining a steady production profile, with a goal of reaching net zero emissions by 2050 against our 2018 baseline

 

   

Improved our water recycling and reuse rate to 84% in 2023 compared to 83% in 2022 (both exceeding our annual target of 80%)

 

   

Annual reclamation and rehabilitation targets exceeded

 

   

Commenced development of bespoke nature impact measurement tool for Barrick

 

   

In furtherance of our belief that biodiversity and conservation are critical in the fight against climate change and poverty, rehabilitated and conserved habitats within our operations and proactively protected areas outside our mines. In 2023, we made progress in developing conservation and offset projects, including sagebrush and mule deer habitats in Nevada, forestry conservation in Zambia, and establishing a partnership at the Fina Reserve in Mali, in addition to our longstanding support of the Garamba National Park in the Democratic Republic of the Congo

 

   

Enhanced our tailings disclosure and ensured conformance with the GISTM for “Extreme” and “Very High” consequence tailings storage facilities

 

   

Malaria Incidence Rate decreased by 26% relative to the comparable period from 2022

 

   

Actively involved in the development of a single standard for responsible mining, working with the Copper Mark, Mining Association of Canada, ICMM, and the World Gold Council

 

(1) 

See the Technical Report on the Cortez Complex, Lander and Eureka Counties, State of Nevada, USA, dated December 31, 2021, and filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov on March 18, 2022.

 

(2) 

Gold equivalent ounces from Barrick’s copper assets are calculated using a long-term mineral reserve commodity prices of $1,300 per ounce of gold and $3.00 per pound of copper. For further details, see “Other Information – Technical Information – Gold Equivalent Ounces” on page 117.

 

(3) 

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 112.

 

(4) 

“Adjusted net earnings per share” 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, see “Other Information – Use of Non-GAAP Financial Performance Measures” on page 112.

 

(5) 

As at December 31, 2023, Barrick’s debt, net of cash, was $578 million.

 

Barrick Gold Corporation | 2024 Circular      27  


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Our 2024 Strategic Priorities

In 2024, we will implement a business plan that will focus on the following:

 

   

Strategic Priorities:

 

 

Deliver our Journey to Zero owned by all and led by the Barrick leadership

 

Grow the business through value adding discoveries and/or acquisitions

 

Live and instill our DNA at all levels of the organization including our contractors

 

   

Operational Excellence:

 

 

Safely execute on our business plans and growth projects including production, costs and capex

 

Install operational flexibility within our business plan

 

Integrate and leverage our working systems and ensure fit for purpose processes to enable safe, effective and efficient management of the business

 

Drive technological innovation, automation, data analytics and visualization, with full involvement of the executive

 

Drive unit cost efficiencies to ensure optimal value generation from our orebodies

 

Effectively communicate Barrick’s investment thesis and unique value proposition to drive shareholder value

 

   

Sustainable Profitability:

 

 

Optimize our portfolio and unlock our resource value and mineral inventory to maintain the 10-year plan and beyond

 

Drive our holistic approach to Sustainability that differentiates us as leaders in the industry

 

Strengthen our social license through engagement, sustainable investment, and partnerships in our host countries and communities

 

Attract, retain and develop an effective, diverse, and local workforce, that is agile, integrated and able to deliver safely on our plans

 

Be the mining partner of choice

 

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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 and Executive Officer Recovery Policy

 

 

We ensure that the long-term interests of our directors, management and fellow owners 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 NEOs

   

 

 

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 market-leading minimum share ownership requirements for our NEOs

     

We regularly and proactively engage with our shareholders and consider 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

 

û  

We do not guarantee incentive compensation

    û  

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

û  

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

    û  

We do not grant deferred cash incentives for executive compensation purposes

û  

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

     

 

Barrick Gold Corporation | 2024 Circular      29  


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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, how our Board oversees enterprise-wide risks, and how we approach our sustainability governance and human capital management.

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 10 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 perspectives and cultures, 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 Chairman, the Lead Director, and our Board committee chairs.

In furtherance of our commitment to thoughtful Board renewal and diversity, we have appointed seven new directors to the Board since the closing of the Merger on January 1, 2019, including four women directors with diverse backgrounds – Ms. Loreto Silva, Ms. Anne N. Kabagambe, Ms. Helen Cai, and Ms. Isela A. Costantini in August 2019, November 2020, November 2021, and November 2022, respectively – following a rigorous search and selection process overseen by our ESG & Nominating Committee. If all of our director nominees are elected at the Meeting, independent directors will make up 80% of our Board and, in line with the target set forth in our Diversity Policy for women to represent at least 30% of directors by the end of 2022, women will make up 40% of our Board and 50% of independent directors. In addition, as a result of our commitment to identifying and putting forward the best candidates for nomination as directors, having regard to Barrick’s highly specialized business and the key business geographies in which we conduct our global operations, 40% of our director nominees self-identify as racially and/or ethnically diverse. For more details, 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

John L. Thornton serves as Chairman of Barrick, providing leadership at the Board level and serving as the custodian of the Company’s strategy. Mark Bristow is President and Chief Executive Officer, overseeing the day-to-day operations of the business. Graham Shuttleworth is Senior Executive Vice-President, Chief Financial Officer and Kevin Thomson serves as Senior Executive Vice-President, Strategic Matters.

The respective duties, responsibilities, and relationships among the Board, the 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.

Chairman

The Chairman is appointed by the Board. His primary functions include providing leadership and direction to the Board, and facilitating the functions and responsibilities of the Board according to its mandate. In connection with the transition of Mr. Thornton to

 

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the role of Chairman in February 2024, an updated position description of the Chairman was approved by the Board pursuant to which, in addition to the responsibilities applicable to all other directors, the Chairman’s responsibilities include, among other things, providing leadership to the Board in overseeing the Company’s strategy and supervising management’s progress against the Company’s strategic goals, ensuring that the interests of various stakeholders are considered by the Board; receiving concerns addressed to the Board from key stakeholders about the Company’s governance, strategy, corporate conduct, business integrity, sustainability and executive compensation programs, and consulting with the President and Chief Executive Officer and other directors, where appropriate, to determine appropriate responses; and taking all reasonable steps to ensure that Board decisions are implemented. See “Our Governance and Leadership Structure – Chairman” in Schedule A of this Circular.

Because the Chairman is a former executive who is deemed to not be independent for purposes of applicable securities laws and stock exchange rules until the third anniversary of the transition, Barrick will continue to have a Lead Director for so long as the Chairman is not independent. Mr. Brett Harvey remains in the role of the Lead Director and will continue to facilitate the functioning of the Board independently of management, acting as the independent leadership contact for directors and shareholders, and maintaining and enhancing the quality of the Company’s corporate governance.

President and Chief Executive Officer

The President and Chief Executive Officer is appointed by the Board and reports to the Chairman and the Board. The President and Chief Executive Officer has overall responsibility, subject to the oversight of the 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 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 ESG & 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 our decentralized management ethos with a strong ownership culture, and maintaining a streamlined management and operational structure 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 and information technology (ii) strategic matters; (iii) exploration and geology; (iv) mineral resource management; (v) metallurgy, engineering, and capital projects; (vi) health, safety and environment, and sustainability; (vii) legal; (viii) human resources; (ix) corporate communications; (x) commercial and supply chain; and (xi) mining. 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.

Our Approach to Corporate Governance

 

 

   

 

 

Our Board is independent.

 

   

Non-Executive Chairman: On February 13, 2024, following a thorough review of our Board leadership structure, our Executive Chairman transitioned to the Chairman role.

 

   

Board Independence: We adopted a minimum independence standard of two-thirds for our Board. As of March 20, 2024, 82% of our directors have been determined to be independent.

 

   

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. As of March 20, 2024, there are no board interlocks on the Board.

 

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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 ESG & Nominating Committee jointly interview each of the directors. The interview process includes director peer reviews and specific questions relating to the effectiveness of the 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 ESG & 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 all regularly scheduled Board meetings, and new directors participate in a robust director orientation program. For further details on the education and orientation programs for 2023, 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 Chairman, or in the case of the Chairman, to the Lead Director. The resignation will be accepted absent exceptional circumstances.

 

   

Governance-Focused Shareholder Engagement: The Lead Director and the Chair of the Compensation Committee periodically meet with significant shareholders and proxy advisers to provide an update on a variety of governance-related topics and to solicit feedback. These governance engagements are in addition to the regular discussions that our executive leadership and Investor Relations teams have with Barrick’s institutional and retail shareholders, which often include discussion on governance, sustainability, and similar matters as well. In early 2024, significant shareholders representing approximately 59% of the issued and outstanding Barrick Shares (as of March 20, 2024) were invited to discuss our performance, sustainability strategy, environmental goals, human capital strategy, changes to our executive compensation framework (specifically performance measures) that consider prior shareholder feedback and strengthens overall alignment with our differentiated strategy, as well as key governance priorities, including Board composition, diversity, and renewal.

 

   

Sustainability-Focused Shareholder Engagement: Throughout 2023, the Group Sustainability Executive met with significant shareholders and leading ESG ratings firms to discuss Barrick’s sustainability vision, policies, approach, and site-level performance, including Board and management oversight of sustainability matters.

 

   

Sustainability Day: On July 25, 2023, Barrick hosted a virtual presentation to significant investors, leading ESG ratings firms and key analysts on the Company’s sustainability strategy and performance, as well as our targets for the future, including our aim for net zero GHG emissions by 2050. The President and Chief Executive Officer, Group Sustainability Executive and senior members of the Sustainability management team provided an overview of the economic benefits created at our operations for all stakeholders, the protection of health and safety at our mines and host communities, our approach to human rights, and our strategies to minimize the environmental impact of our operations.

 

   

Growth Webinar: On September 12, 2023, Barrick hosted a “Value Today, Growth Tomorrow” webinar which was attended by significant shareholders and key analysts. The President and Chief Executive Officer and other senior members of management highlighted Barrick’s long-term vision for generating shareholder value and sustainable profitability, including its 10-year gold and copper production profile, its copper growth strategy, and its development project pipeline.

 

   

Quarterly Results Presentations: During 2023, the President and Chief Executive Officer hosted four presentations to discuss Barrick’s quarterly financial, operational, and exploration results, as well as updates on our strategy and organizational structure. The first presentation was held via a live video stream which allowed participants to ask questions and participate in “real time”. The second and third presentations were held in-person in Toronto, Canada. The fourth presentation was held in-person in London, England.

 

     

 

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

 

   

Diversity Policy: In February 2023, the ESG & Nominating Committee recommended the disclosure of the number and proportion of directors who self-identify as racially and/or ethnically diverse. This initiative builds upon previous amendments to the Diversity Policy, which included a target for women to represent at least 30% of directors by the end of 2022. We have met this target and, if all director nominees are elected at the Meeting, women will represent 40% of all Barrick’s directors and 50% of our independent directors. Our slate of 10 director nominees for election at the Meeting was carefully constructed to ensure that our director nominees represent key business geographies comprised of individuals whose

 

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backgrounds reflect the diversity of our stakeholders, which results in a slate of nominees of which 40% self-identify as racially and/or ethnically diverse. Each director nominee contributes to the Board’s overall diversity by providing, among other characteristics, a diversity of thought, perspective, personal and professional experience, and cultural background.

 

   

Robust Clawback and Recovery Policies: Our Clawback Policy subjects incentive compensation paid or granted to the NEOs; 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. In addition, in November 2023, we adopted an Executive Officer Recovery Policy that complies with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act and the applicable NYSE listing standards which, among other things, requires Barrick to promptly recover any specified incentive compensation received by any current or former executive officer in the event of an accounting restatement required due to material noncompliance by the Company with any financial reporting requirements under securities laws applicable to the Company in connection with its listing on the NYSE. See “2023 Compensation of Named Executive Officers – Managing Compensation Risks – Clawback Policy and Executive Officer Recovery Policy” on page 88.

 

   

Share Ownership Policies for Non-Executive Directors and Executives: Barrick maintains minimum share ownership requirements for its directors, executives, and other officers. Our Chairman and non-executive directors are required to hold at least three times the value of their annual retainer in Barrick Shares and/or Deferred Share Units (DSUs) within five years of joining the Board. Our President and Chief Executive Officer is required to hold 10 times his salary in Barrick Shares, Restricted Share Units (RSUs), and PGSUs within the later of five years from the date of his appointment and February 2025. Our NEOs 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. To further underscore our commitment to maintaining market-leading share ownership requirements, Partners are required to retain at least 50% of their share ownership requirement in actual Barrick Shares. As at December 31, 2023, non-executive directors held Barrick Shares and DSUs with a value of over $18 million. As at December 31, 2023, our Chairman held Barrick Shares with a value of over $49 million, our President and Chief Executive Officer held Barrick Shares, and PGSUs with a value of over $121 million and the remaining NEOs held Barrick Shares, PGSUs, and RSUs, as applicable, with a value of over $35 million. See “Report on Director Compensation and Equity Ownership – Director Share Ownership Requirements” on page 53 and “2023 Compensation of Named Executive Officers – Managing Compensation Risks – NEO Share Ownership Requirements” beginning on page 89.

 

   

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 2024 Digital Circular will be available on our website at http://www.barrick2024circular.com/ starting in April 2024.

 

   

Enhanced Shareholder Communication: In addition to our Shareholder Engagement Policy and a specialized Investor Relations email address, Barrick has a designated Investor Relations hotline that 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 identify, manage, and mitigate risk effectively and in a manner that creates the greatest value;

 

 

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

 

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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.

Through our decentralized structure, 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; General Counsel; 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 human capital strategy, 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, including financial, operational, health and safety, geopolitical, climate, tax, and cybersecurity risks, as well as the implementation of policies and standards for monitoring and mitigating such risks.

During 2023, we continued to provide the Audit & Risk Committee with concise and relevant risk information to facilitate its oversight of key risks facing the Company and how they are being managed, including new, emerging, and long-term risks that may have a material impact on the Company’s business model and long-term prospects. n-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 2023, in-depth briefings were provided to the Audit & Risk Committee on a range of topics, including key operational and geopolitical risks and mitigation strategies across the Company’s portfolio, including regular updates on global inflationary pressures and Barrick’s strategies to mitigate the impact of higher energy costs and supply chain disruptions on our operations; political and economic uncertainty in Argentina related to local inflationary pressures and strict currency controls; security risks in certain of the locations where the Company does business, such as the DRC and Mali; the potential impacts of other infectious diseases, such as Ebola and Malaria; potential risks and opportunities related to the reconstitution and future development of the Reko Diq project; tailings facility management; Barrick’s tax strategy and key legacy and emerging tax risks across Barrick’s portfolio of assets; Barrick’s engagement with its host countries to secure our license to operate, including the implementation of the commencement agreement for the planned reopening of the Porgera mine in Papua New Guinea and the framework agreement with the Government of Tanzania resulting in the full and final settlement of all legacy tax disputes associated with Tanzanian assets acquired by Barrick from Acacia Mining plc in 2019; climate disclosures aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) as well as updates on new climate disclosure proposals issued by Canadian and U.S. securities regulators and the International Sustainability Standards Board.

In addition, the Audit & Risk Committee received an in-depth briefing in 2023 from the Vice-President, Group Information Technology on cybersecurity strategy, including with respect to ongoing improvements to Barrick’s cybersecurity capabilities and enhancements to end-user security as well as training initiatives and penetration testing. The Audit & Risk Committee also received updates on Barrick’s cybersecurity strategy and cyber-related risks from the Senior Vice-President, Business Assurance, Risk and Business Integrity at every meeting. The Audit & Risk Committee was also updated on Barrick’s financial plan, the performance dividend policy and Barrick’s share buyback program.

In August 2023, seven of the eight independent directors standing for election at the Meeting completed a site visit to the Pueblo Viejo Mine in the Dominican Republic to monitor operational progress and evaluate key issues and risks, including the expansion project and the proposed new tailings facility.

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

Our Sustainability Vision, Mission, and Guiding Principles

Our corporate vision sets out what sustainability means at Barrick and is rooted in the belief that to operate successfully, we must deliver long-term value to all of our stakeholders and manage our impacts on the wider environment. Focusing on sustainability has long been of critical importance to Barrick and is entrenched in our Company DNA. Our commitments to respecting human rights, protecting the health and safety of our people and local communities, sharing the benefits of our operations, and managing our impact on the environment are core business issues, and are embedded in our decision-making processes and every facet of our operations.

We also believe that fundamental sustainability concepts such as building climate resilience, responsibly managing water use, protecting biodiversity, and poverty eradication are inextricably linked and are best managed holistically. This holistic and integrated

 

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sustainability management, combined with the on-the-ground management of sustainability issues in our host communities and the environments in which we operate, was acknowledged by the International Investor Magazine recognizing Barrick as the Best ESG Mining Company in Africa in 2022. Although we do not execute our sustainability vision to receive accolades, awards such as this highlight our commitments to environmental stewardship in our host communities.

Our Approach to Sustainability Governance

Sustainability is an essential part of our culture and is firmly embedded in the organization. Just as the management of our mineral resources and mining operations are central to our business, so too is the management of the sustainability of our business. Sustainability is driven at an operational level, and the Company’s sustainability strategy is implemented, by blending top-down accountability with bottom-up responsibility. This means that the day-to-day ownership of sustainability risks and opportunities is in the hands of individual sites. Each site plays a role in identifying risks and opportunities, metrics, and targets that measure real progress and deliver real impacts both for the business and for our stakeholders, including the countries in which we operate and our host communities. Site-level ownership is supported by regional sustainability leads, regional chief operating officers, and the Group Sustainability Executive, who provides oversight and direction over this site-level ownership to ensure alignment with the strategic priorities of the overall business.

We believe that our company-wide focus on sustainability is one of our core competitive advantages in the global competition to be the partner of choice for host communities and to attract investment and human capital. To underscore the important role of the Corporate Governance and Nominating Committee in overseeing our environmental, safety and health, social license to operate and human rights programs, policies and performance, we renamed the Corporate Governance & Nominating Committee as the “Environmental, Social, Governance & Nominating Committee” in February 2022. We believe that this change in the committee’s name better reflects the breadth of its responsibilities and highlights the important role that this committee plays in overseeing Barrick’s sustainability culture. The mandate of the ESG & Nominating Committee is available on our website at www.barrick.com/about/governance.

The E&S Committee is our most senior management-level body dedicated to sustainability. The E&S Committee helps to connect site-level ownership of sustainability to management, and in turn to our Board, which has ultimate responsibility for sustainability. The committee is chaired by our President and Chief Executive Officer, and members include:

 

   

Chief Operating Officers for each region;

 

   

Group Sustainability Executive;

 

   

General Managers for each mine;

 

   

Regional and site health, safety, environment and closure leads;

 

   

In-house legal counsel; and

 

   

An independent third-party sustainability consultant in an advisory role.

The E&S Committee meets on a quarterly basis to review sustainability performance and key performance indicators across our operations. It provides a forum to freely exchange information and learn from past sustainability successes and challenges experienced across each region. The E&S Committee meetings also include an environmental and social license to operate-focused site visit completed by the independent consultant at one of Barrick’s Tier One Gold Assets each quarter. The President and Chief Executive Officer reviews the reports of the E&S Committee at each quarterly meeting of the Board’s ESG & Nominating Committee, which is comprised entirely of independent directors. By bringing executive and Board level attention to key sustainability issues, we can identify concerns or opportunities at an early stage, manage risks, and drive continual improvements.

In addition to site-level ownership of sustainability opportunities and risks, sustainability is embedded in our Board governance structure. The Audit & Risk Committee assists the Board in overseeing the Company’s management of enterprise risks, including climate risk, as well as the implementation of policies and standards for monitoring and mitigating such risks. The Audit & Risk Committee also reviews the Company’s approach to climate change in the context of Barrick’s public disclosure. The ESG & Nominating Committee is responsible for overseeing Barrick’s policies, programs, and performance relating to the environment, including climate change, which is built into Barrick’s formal risk management process. The Compensation Committee assists the Board in ensuring that executive compensation is appropriately linked to our sustainability performance.

 

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Our sustainability strategy is built on four interconnected pillars:

 

 

LOGO

As described above, we implement our sustainability strategy by blending top-down accountability, with bottom-up responsibility. These pillars, as well as additional highlights of our approach to sustainability and our sustainability achievements, are described below.

Human Rights

We are committed to respecting the human rights of all individuals impacted by our operations, including employees, contractors, and external stakeholders. Since 2010, our relationship with public and private security providers, local communities, and potential victims of human rights violations have been governed by the Voluntary Principles on Security and Human Rights.

We continued to develop and facilitate in person human rights workshops for managers and supervisors at each of our high-risk sites as part of our human rights program. In 2023, independent human rights assessments and workshops and training, including training in the Voluntary Principles, were conducted at North Mara and Bulyanhulu in Tanzanian, Jabal Sayid in Saudi Arabia, Loulo-Gounkoto in Mali and Kibali in the DRC. This follows the human rights assessments and training at Lumwana in Zambia, Tongon in Côte d’Ivoire, and Veladero in Argentina in 2022, and at North Mara and Bulyanhulu mines in Tanzania, Kibali in the Democratic Republic of the Congo, Loulo-Gounkoto in Mali, and Pueblo Viejo in the Dominican Republic in 2021.

In December 2021, coinciding with the United Nations International Human Rights Day, we published our first, post-Merger, Human Rights Report, which elaborates on the salient human rights risks applicable to our business.

Our partnership philosophy is no different when it comes to our Indigenous partners and we aim to build long-term capacity within our host Indigenous communities. Our commitment to recognizing the unique rights and cultural heritage of Indigenous Peoples is set out in our Human Rights Policy and is informed by the International Council on Mining and Metals (ICMM) position statement. We require all sites with potential impacts on Indigenous Peoples to develop and implement an Indigenous Peoples Plan that outlines specific actions to address potential operational impacts and to engage with and provide opportunities to Indigenous Peoples.

In 2019, prior to Barrick’s acquisition of the minority shareholding of Acacia and assumption of operational control of North Mara, the London Bullion Market Association (LBMA) commenced an Incident Review Process (IRP) against North Mara, following complaints made by the UK-based NGO, Rights and Accountability in Development. Due to the IRP, the refiner MMTC-PAMP appointed independent consultants, Synergy, to undertake an assessment of North Mara based on the LBMA’s Responsible Gold Guidance and the OECD Due Diligence Guidance. Synergy completed site assessments in 2019 and early 2022, as well as several desktop reviews during the process. During the fourth quarter of 2022, the LBMA confirmed that the IRP is now closed, citing Synergy’s findings that there has been “significant measurable progress” at North Mara since the original assessment in 2019, and the recommendation that MMTC-PAMP continues trading with North Mara. This concludes a multi-year process that provides independent and third party findings that measurable progress against identified risks at North Mara. The executive summary of this report is published by MMTC-PAMP.

 

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Health and Safety

The safety, health, and well-being of our people, and providing the safest possible working environment is our highest priority. Our safety vision is “Every person going home safe and healthy every day.” Safety performance is integrated into weekly, monthly, and quarterly reporting. Safety performance is also discussed as a key part of weekly Executive Committee meetings, and regional operational meetings. As part of our efforts to continually improve our safety performance, we certified all our operating sites to ISO 45001, and continue our rollout of the Journey to Zero initiative. This initiative is focused on:

 

   

Visible Felt Leadership and engagement with our workforce;

 

   

Improving and standardizing our standards, notably those associated with our 10 Fatal Risks; and

 

   

Ensuring accountability to our safety commitments and that our employees are fit for duty.

Our Journey to Zero initiative was reviewed and rebranded during 2023, and progress against this initiative is reviewed in an Executive-led Safety Committee on a quarterly basis. The Journey to Zero was rolled out in April 2023, following a number of fatal incidents in 2022 and Q1 2023. During 2023, a Global Head of Health and Safety role was established and filled that reports directly to the Sustainability Executive.

Despite our progress and rollout of the Journey to Zero initiative, five tragic workplace fatalities occurred during the course of 2023. Following thorough investigations of each of these incidents, action plans were implemented across the Group. Company-wide Safety Intervention and Shift Change Interventions were and continue to be implemented to reinforce Barrick’s safety procedures and communicate our core safety messages and expectations. Nothing is more important to us than the health, safety, and well-being of our people. Any fatality is therefore unacceptable and a strong reminder that we still have work to do to achieve our goal of a zero harm workplace. In terms of other safety key performance indicators, our LTIFR was 0.23 and our TRIFR was 1.14 for 2023, which represented an improvement of 21% and 12% year-on-year, respectively.

Community Development and Benefit Sharing

Our commitment to our host countries and communities is to empower them economically and through social development through a partnership model. This means that we pay our fair share of taxes, prioritize local hiring and buying, and invest in community-led development initiatives that build community resilience. Barrick’s overarching Sustainable Development Policy and Social Performance Policy set out the Company’s commitment to social and economic development, and is available on our website at www.barrick.com/sustainability/reports-and-policies.

Our ability to form and maintain partnerships is just as important to our success as our geological know-how, or engineering expertise. We believe that partnerships work best when they reflect realities and when they establish clear mutual interests and benefits. Accordingly, we have established Community Development Committees at all our operational mines. We maintain that each of our community partners best understands its own unique needs, and our community development model is based on development priorities as opposed to being solely linked to mine production. Each CDC is elected and made up of a mix of local leaders, representatives from local women’s and youth groups, and no more than one Barrick representative. During 2023, we contributed over $43 million to community development projects. We have also continued to strengthen our relationships with our Indigenous communities in Ontario, Nevada, and Chile.

Environmental Stewardship

Strong environmental management is a crucial building block of our business. Environmental issues with the greatest potential impact on the health and safety of local communities, such as how we use water, prevent incidents, and manage tailings, are at the top of our agenda.

Our environmental performance has continued with zero Class 1 Environmental Incidents in 2023. All operational sites continue to be ISO 14001 accredited, and we achieved the group rehabilitation/reclamation targets.

Managing Climate Risks

The Board has ultimate responsibility for sustainability, including climate-related matters. The ESG & Nominating Committee is responsible for overseeing Barrick’s policies, programs, and performance relating to the environment, including climate change and performance against our climate targets and related water impacts. 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 our formal risk management process, outputs of which are regularly reviewed by the Audit & Risk Committee. The Compensation Committee assists the Board in ensuring that executive compensation is appropriately linked to our sustainability performance, including with respect to climate change and related water impacts.

 

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Barrick considers climate change, including shifts in temperature, precipitation, and more frequent severe weather events, to be a company, community, and global concern. We continue to incorporate scenario analysis into our risk management and align our climate-related disclosures with the TCFD.

Barrick’s GHG emissions reduction target is a minimum 30% reduction by 2030 relative to our 2018 baseline, while maintaining a steady production profile, with the ultimate ambition to achieve net zero GHG emissions by 2050. Our GHG emissions reduction target is grounded in climate science and has a detailed pathway for achievement that we demonstrated in our 2021 Sustainability Report.

Our GHG emissions reduction target is not static and will be reviewed by the Board and updated as we continue to identify and drive new GHG emissions reduction opportunities.

Ultimately, our vision is net zero GHG emissions by 2050, achieved primarily through GHG reductions, with some offsets for hard-to-abate emissions. Site-level plans to improve energy efficiency, integrate clean and renewable energy sources, and reduce GHG emissions will also be strengthened, and we plan to supplement our corporate emissions reduction target with context-based site-specific emissions reduction targets.

Barrick has set Scope 3 (indirect emissions in our value chain) emissions targets to advance its responsible energy transitioning program in line with its integrated and holistic approach to sustainability management. These targets are both quantitative and qualitative and are focused on high emission areas in our value chain, notably goods and services, fuel and energy and downstream copper processing. For more information, please visit www.barrick.com/English/sustainability/environment/climate.

Our company-wide focus on sustainability provides a strong foundation, and Barrick continues to build further resilience to withstand the potential impacts of climate change and leverage potential opportunities as the global economy transitions to a low-carbon future. We also place importance on building climate resilience within our communities and host countries, and ensuring that these communities are not left behind. Sharing the benefits of our operations and developing our host communities are fundamental in achieving climate resilience.

Responsible Use of Water

Water is a vital and increasingly scarce global resource. Managing and using water responsibly is a critical part of our sustainability strategy as steady, reliable access to water is essential to the effective operation of our mines. Access to water is also a fundamental human right. Understanding water stress in the regions in which we operate and associated climate risks enabled us to better understand these risks and manage our water resources through site-specific water balances, aimed at minimizing our water withdrawal and maximizing water reuse and recycling within our operations. Barrick’s Environmental Policy and Water Policy commit the Company to minimize its use of water, control and manage its impacts on water quality, and engage with stakeholders, including local communities, to maintain sustainable management of water resources for the benefit of all users.

Biodiversity Management

Biodiversity underpins many of the ecosystem services on which our mines and their surrounding communities depend. If not properly managed, mining and exploration activities have the potential to negatively affect biodiversity and ecosystem services. We work to proactively manage our impact on biodiversity and strive to protect the ecosystems in which we operate. Wherever possible, we aim to achieve a net neutral biodiversity impact, particularly for ecologically sensitive environments. A Biodiversity Action Plan is in place for each of our operational sites that outlines our strategy to achieve net-neutral impacts and associated management plans. Our Biodiversity Standard sets out the thresholds for utilization of our Biodiversity Action Plans and aims to proactively manage our biodiversity risks and opportunities to achieve our target of no-net loss of key biodiversity features in areas affected by our activities.

In the 2022 Sustainability Report, we published our roadmap towards our positive contribution to nature and are currently developing a biodiversity tool with independent experts to better measure our biodiversity impacts and contributions, and assist in the disclosure of those outcomes. We continue to voluntarily disclose the Forestry Questionnaire from CDP (formerly the Carbon Disclosure Project), a global environmental non-profit organization that evaluates biodiversity disclosures. Although CDP does not evaluate results in its forestry program for the metals and mining industry, we believe biodiversity disclosures are imperative for our industry, and our participation in CDP’s forestry program demonstrates our industry leadership around biodiversity and transparency. We continue to progress our conservation and offset projects, including sagebrush and mule deer habitats in Nevada, forestry conservation in Zambia, conservation at Aniana Vargas in the Dominican Republic, and a partnership at the Fina Reserve in Mali, in addition to our longstanding support of the Garamba National Park in the Democratic Republic of the Congo.

Human Capital Strategy

Our people are the driving force behind our track record of achievements. We strive to be a global employer of choice that attracts and retains the best people to run our portfolio of best-in-class assets and who share our vision and values to become the world’s

 

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most valued gold and copper mining business. We engage employees and contractors across the globe and empower them to work in safer, more creative, and more rewarding ways every day. We are committed to advancing and promoting a diverse and inclusive culture across our business that inspires and supports the growth of our employees, serves our communities, and shapes a more sustainable business. Our human capital strategy is actively overseen by the Board and the Executive Committee throughout the year.

Our human capital strategy, including our approach to advancing and promoting diversity, continues to be a critical enabler of positive change and impact. Our focus areas for 2023 are summarized below. For a more detailed description of the Board’s oversight of our human capital strategy and our key human capital initiatives, see “Risk Oversight” and “Human Capital Management and Succession Planning” in Schedule A of this Circular.

 

   
Leadership and Talent Development   

Our strategy is anchored in developing and promoting the right internal talent and hiring the right external talent, with an emphasis on local recruitment, for career opportunities across our global organization.

 

We invest in our people through world-class training and development programs that are country-based and tailored to local needs, covering technical, leadership, behavioral, and informal learning to help our people feel engaged, valued, and empowered. These programs, in turn, help us deliver on our strategic priorities across our regions and sites. We provide focused and accelerated career progression support, including meaningful stretch assignments, shadowing and mentorship opportunities, as well as global placement opportunities to foster a culture of continuous learning. We also maintain a comprehensive global database of employee skills and development plans to facilitate our annual talent reviews and succession planning across the Company.

 

 
Succession Planning    

The Board believes that talent management and succession planning are critical to Barrick’s continued success. Our robust succession planning process is designed to help develop key strategic and tactical opportunities for every region and global function in order for them to strengthen their human capital plans for senior leadership and critical roles across the organization. We engage in detailed discussions around talent development and succession planning at all levels of our organization and provide constructive and regular feedback.

 

 
Diversity and Inclusion   

We believe that a diverse and inclusive workforce sparks and drives innovation. To this end, we have made significant investments to strengthen the diversity of our workforce through a number of initiatives, including prioritizing local hiring; supporting gender diversity through the recruitment, training, and development of women at all levels of the organization, and doing our part to right the gender imbalance in the historically male-dominated mining industry; recruiting and developing the next generation of mining talent; and fostering an inclusive environment where our employees feel that all voices are heard, all cultures and differences are respected, and that a variety of perspectives are welcome and essential to our long-term success.

 

 

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Table of Contents

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 Chairman or, in the case of the Chairman, to the Lead Director for Board consideration and that the resignation must be accepted absent exceptional circumstances. 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 on page 52, Committees of the Board beginning on page 46, and in Schedule A of this Circular.

 

LOGO

Areas of Expertise

 

LOGO

  Mining Operations

LOGO

  Health, Safety, Environmental & Climate

LOGO

  Capital Allocation & Financial Acumen

LOGO

  International Business Experience & 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 (65), Non-Independent, President and Chief Executive Officer of Barrick

 

 

Director since: January 2019

Beau Champ, Mauritius

 

  Nationality: South African
 
 

Dr. 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, Dr. 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. Dr. 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, Dr. Bristow has held board positions at a number of global gold mining companies. Dr. 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

    4/4  
  2023    99.5%    0.5%       
  2022    99.2%    0.8%       
          

 

 


Overall Attendance

    100%  
   

Other Public Boards During Past Five Years(1)(2)

 

 
 

Rockwell Diamonds Inc.

    (2006 to 2021)  
   

 

Securities Held as at March 1, 2024

 

 
 

Common Shares(3)

DSUs

PGSUs

   

6,317,786

Nil

746,801

 

 

 

 

 

 

   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 funding 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. The cease trade order was revoked by the Ontario Securities Commission effective December 23, 2020, following which the shares of RDI resumed trading on the JSE Limited under the symbol “RDI”. As a result of the completion of an amalgamation and going-private transaction on April 16, 2021, RDI’s shares were de-listed from the JSE Limited and the Ontario Securities Commission issued an order confirming that RDI had ceased to be a reporting issuer in Canada.

 

(2)

Dr. Bristow was also a director of Midway Resources International (MRI) and five of MRI’s wholly-owned subsidiaries, including Zarara Oil & Gas Ltd. (Zarara). MRI and its subsidiaries, including Zarara, are private companies. Zarara was placed into administration in November 2020 and MRI was placed in administration in March 2021. Following a restructuring process, the Grand Court of the Cayman Islands issued a final order completing the dissolution of MRI on October 26, 2022. The dissolution proceedings in respect of Zarara remain ongoing, and the Supreme Court of Mauritius has issued an order extending the deadline for the completion of such proceedings to January 31, 2025.

 

(3)

Dr. Bristow owns 6,011,197 Barrick Shares directly. In addition, Dr. 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.

 

 

 

40  

Barrick Gold Corporation | 2024 Circular

 

    


Table of Contents

LOGO

Areas of Expertise

 

LOGO

  Capital Allocation & Financial Acumen

LOGO

 

  M&A Execution

 

LOGO

 

International Business Experience & Global Partnerships

 

LOGO

  Talent Development and Allocation & Partnership Culture

LOGO

 

 

 

Risk Management

LOGO

 

 

 

Health, Safety, Environmental & Climate

 

 

Helen Cai (50), Independent

 

 

Director since: November 2021

Hong Kong, China

 

  Nationality: Chinese
 
 

Ms. Cai is a finance and investment professional with more than two decades of experience in capital markets and all aspects of corporate finance, from strategic planning to M&A transactions. Ms. Cai worked most recently as a managing director with China International Capital Corporation until the spring of 2021. Prior to this, she worked as an analyst with the Goldman Sachs Group covering American mining and technology sectors, and was highly ranked by the StarMine analyst ranking service. As a lead analyst at China International Capital Corporation, Ms. Cai was ranked as Best Analyst by Institutional Investor and Asia Money in their China Research Sector Polls for multiple years when covering Hong Kong and China listed companies. The landmark cross-border financing and M&A transactions she led subsequently as a senior investment banker also won various awards from Asia Money and The Asset. Ms. Cai is a Chartered Financial Analyst and Chartered Alternative Investment Analyst and was educated at Tsinghua University in China and the Massachusetts Institute of Technology in the United States, where she received two master’s degrees and multiple fellowship awards.

 

   

Voting Results

 

    

Board and Committee Membership

 

 

Attendance

 

 
  Year    For    Withheld     

Board of Directors

    4/4  
  2023    97.2%    2.8%     

Audit & Risk

    4/4  
  2022    99.2%    0.8%     

Compensation

    7/7  
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 
 

Silvercorp Metals Inc.

Largo Inc.

   

(2024 to Present)

(2023 to Present)

 

 

   

 

Securities Held as at March 1, 2024

 

 
 

Common Shares

DSUs

   

Nil

34,581

 

 

 

  Has until November 3, 2026 to meet share ownership requirement

 

LOGO

Areas of Expertise

 

LOGO

 

Capital Allocation &

Financial Acumen

 

LOGO

 

 

Talent Development and Allocation &

Partnership Culture

 

LOGO

 

 

M&A Execution

 

 

LOGO

 

 

International

Business

Experience &

Global Partnerships

 

 

LOGO

 

 

Risk Management

 

 

Christopher L. Coleman (55), Independent

 

 

Director since: January 2019

London, United Kingdom

 

  Nationality: British
 
 

Mr. Coleman is the Group Head of Banking and a Global Partner at Rothschild & Co. He has more than 25 years’ experience in the financial services sector, including corporate and private client banking and project finance. Since March 2023, Mr. Coleman has served as the Chair of the board of Papa John’s International, Inc., which he joined as an independent director in 2012. From 2008 until the completion of the Merger, he served as a non-executive director of Randgold Resources, including as non-executive Chairman of the board, Chairman of the governance and nominating committee, and member of the remuneration committee. Mr. Coleman has had a long-standing involvement in the mining sector globally. He is chairman of Rothschild & Co. 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. 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.

 

   

Voting Results

 

    

Board and Committee Membership

 

 

Attendance

 

 
  Year    For    Withheld     

Board of Directors

    4/4  
  2023    92.8%    7.2%     

Compensation (Chair)

    7/7  
  2022    93.5%    6.5%     

ESG & Nominating

    5/5  
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 

 
 

Papa John’s International, Inc.

    (2012 to Present)  
   

 

Securities Held as at March 1, 2024

 

 
 

Common Shares

DSUs

   

121,334

78,289

 

 

 

 

  Meets share ownership requirement

 

 

   

Barrick Gold Corporation | 2024 Circular

 

     41  


Table of Contents

LOGO

Areas of Expertise

 

 

LOGO

 

 

 

 

M&A Execution

 

LOGO

 

 

 

 

Capital Allocation & Financial Acumen

 

LOGO

 

 

 

 

Health, Safety, Environmental & Climate

 

LOGO

 

Talent Development and Allocation &

Partnership Culture

LOGO

  Risk Management

 

LOGO

 

International Business

Experience &

Global Partnerships

 

 

LOGO

 

 

Government and Regulatory Affairs & Community Relations

 

 

Isela A. Costantini (52), Independent

 

 

Director since: November 2022

Buenos Aires, Argentina

 

  Nationality: Brazilian, Argentinean, and American
 
 

Ms. Costantini is the Chief Executive of Grupo Financiero GST, a privately held asset management company. She has over 25 years of experience in international business, including as President and Chief Executive Officer of Argentina’s national airline, Aerolínas Argentinas, and President and general director, Argentina, Paraguay and Uruguay, for General Motors. Ms. Costantini is also a past President of ADEFA, the Automotive Manufacturers’ Association in Argentina. She was included in the list of the 500 most influential leaders in Latin America by Bloomberg Línea and has been named by Fortune magazine as one of the 50 most powerful women in business outside the United States. She recently published Un Líder en Vos, a book about leadership, and sits on the boards of CIPPEC (Centro de Implementación de Políticas Públicas para la Equidad y el Crecimiento), a think tank in Argentina, and Food Bank Argentina. She holds a bachelor’s degree in social communications and advertising from the Pontificia Universidade Católica do Paraná in Brazil and an MBA in marketing and international business from the Quinlan School of Business at Loyola University in Chicago. Ms. Costantini is also a member of Barrick’s International Advisory Board.

 

    Voting Results      Board and Committee Membership(4)   Attendance  
  Year    For    Withheld     

Board of Directors

    4/4  
  2023    98.9%    1.1%     

Compensation

    3/3  
  2022    N/A    N/A       
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 

 
 

Prosegur S.A.

    (2022 to Present)  
 

Bladex S.A.

    (2019 to Present)  
 

San Miguel S.A.

    (2019 to 2022)  
   

 

Securities Held as at March 1, 2024

 

 
 

Common Shares

DSUs

   

Nil

19,000

 

 

 

  Has until November 2, 2027 to meet share ownership requirement

 

(4)

Ms. Costantini became a member of the Compensation Committee on May 2, 2023.

 

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 (77), Independent

 

 

Director since: July 2014

Las Vegas, 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

    4/4  
  2023    97.2%    2.8%     

Compensation

    7/7  
  2022    94.9%    5.1%     

ESG & Nominating

    5/5  
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 

 
 

None

 
   

 

Securities Held as at March 1, 2024

 

 
 

Common Shares

DSUs

   

31,185

133,917

 

 

 

  Meets share ownership requirement

 

 

42  

Barrick Gold Corporation | 2024 Circular

 

    


Table of Contents

LOGO

Areas of Expertise

 

 

LOGO

 

Mining Operations

 

LOGO

 

 

Health, Safety &

Environmental Climate

 

LOGO

 

 

International Business Experience & Global Partnerships

 

LOGO

 

 

M&A Execution

 

 

LOGO

 

 

Talent Development and Allocation &

Partnership Culture

LOGO

 

 

Capital Allocation &

Financial Acumen

 

LOGO

 

 

Government and Regulatory Affairs & Community Relations

 

LOGO

 

 

 

 

Risk Management

 

 

J. Brett Harvey (73), Independent, Lead Director

 

 

Director since: December 2005

Mesquite, NV, USA

 

  Nationality: American
 
 

Mr. Harvey is Chairman of the board of Warrior Met Coal Inc., a leading producer and exporter of metallurgical coal for the global steel industry, a position he has held since January 1, 2023. 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 former member of the National Executive Board of the Boy Scouts of America and a 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

 

 

4/4

 

 

2023

 

 85.7%

 

 14.3%

    

Audit & Risk (Chair)

 

 

4/4

 

 

2022

 

 93.9%

 

 6.1%

    

Compensation

 

 

7/7

 

          

 

 


Overall Attendance

 

 

100%

 

   

 

Other Public Boards During Past Five Years

 

 
 

Warrior Met Coal Inc.

    (2017 to Present)  
 

Allegheny Technologies Inc.

    (2007 to Present)  
   

 

Securities Held as at March 1, 2024

 

 
 

Common Shares

DSUs

   

29,175

192,889

 

 

 

  Meets share ownership requirement

 

LOGO

Areas of Expertise

 

 

LOGO

 

Health, Safety,

Environmental & Climate

 

 

LOGO

 

 

Talent Development

and Allocation &

Partnership Culture

 

LOGO

 

 

Capital Allocation &

Financial Acumen

 

LOGO

 

 

International Business Experience & Global Partnerships

 

LOGO

 

 

Government and

Regulatory Affairs &

Community Relations

 

 

Anne N. Kabagambe (67), Independent

 

 

Director since: November 2020

Washington, DC, USA

 

  Nationality: Ugandan and American
 
 

Ms. Kabagambe formerly served on the board of the World Bank Group where, between 2016 and 2020, she represented the interests of 22 Sub-Saharan African countries, including Tanzania and Zambia, two jurisdictions where Barrick has operations. While at the World Bank, Ms. Kabagambe co-chaired the World Bank Board’s Gender Working Group and was a strong advocate for the advancement of women and a champion of diversity and inclusion. She has 35 years of experience spanning a diverse range of senior leadership positions in international institutions, including as Chief of Staff for the African Development Bank (AfDB) and has also served on the boards of the Africa American Institute (AAI) and Junior Achievement (JA) Africa. Ms. Kabagambe holds an undergraduate degree from the University of California at San Diego (UCSD), master’s degrees in Public Policy from Columbia University’s School of International and Public Affairs and George Washington University, and has also obtained post-graduate diplomas from Harvard University’s Business School & John F. Kennedy School of Government as well as the Cranfield School of Management.

 

    Voting Results      Board and Committee Membership(5)   Attendance  
 

Year

 

 For

 

 Withheld

    

Board of Directors

 

 

4/4

 

 

2023

 

 98.8%

 

 1.2%

    

Audit & Risk

 

 

4/4

 

 

2022

 

 99.2%

 

 0.8%

    

ESG & Nominating

 

 

2/2

 

          

 

 


Overall Attendance

 

 

100%

 

   

 

Other Public Boards During Past Five Years

 

 
 

None

 
   

 

Securities Held as at March 1, 2024

 

 
 

Common Shares

DSUs

   

5,846

31,432

 

 

 

  Has until November 4, 2025 to meet share ownership requirement

 

(5)

Ms. Kabagambe became a member of the ESG & Nominating Committee on May 2, 2023.

 

   

Barrick Gold Corporation | 2024 Circular

 

     43  


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 &

Global Partnerships

 

 

Andrew J. Quinn (70), 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 in 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 more than 45 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

    4/4  
  2023    98.8%    1.2%     

Audit & Risk

    4/4  
  2022    99.2%    0.8%       
          

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 

 
 

None

 
   

 

Securities Held as at March 1, 2024

 

 
 

Common Shares

DSUs

   

72,481

78,289

 

 

 

  Meets share ownership requirement

 

LOGO

Areas of Expertise

 

 

LOGO

  Health, Safety, Environmental & Climate

 

LOGO

  Capital Allocation & Financial Acumen

 

LOGO

  M&A Execution

 

LOGO

 

 

Talent Development and Allocation & Partnership Culture

 

LOGO

 

 

 

International Business Experience & Global Partnerships

 

LOGO

  Government and Regulatory Affairs & Community Relations

 

LOGO

 

 

Risk Management

 

 

Loreto Silva (59), Independent

 

 

Director since: August 2019

Santiago, Chile

 

  Nationality: Chilean
 
 

Ms. Silva is a partner at the Chilean law firm Bofill Escobar Silva Abogados. She has held important positions during a career spanning both the public and private sectors. Over the last two decades, she has led policies and debates on public-private partnerships for the advancement of Chile’s infrastructure and the enhancement of water utilities services. At the end of 2012, Ms. Silva was the first woman in Chile to be appointed as Minister of Public Works. During her tenure, she led pivotal infrastructural projects and, in collaboration with private and public entities, crafted a comprehensive strategy for the management of water resources. Beyond her governmental role, Ms. Silva served as the Chair of the board of Chile’s national oil and gas company and contributed as a board member to several Chilean listed companies. In December 2022, Ms. Silva became a director of ICAFAL, a privately held infrastructure company in Chile. Additionally, she has been a member of the most prestigious arbitration institution in Chile for nearly a decade and has been acknowledged with the esteemed “Chile’s 100 Leading Woman Leaders” award, a distinction she has received on four occasions.

 

    Voting Results    Board and Committee Membership   Attendance  
  Year    For    Withheld   

Board of Directors

    4/4  
  2023    98.9%    1.1%   

ESG & Nominating

    5/5  
  2022    97.1%    2.9%     
        

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 

 
 

Aguas Andinas

Empresa Nacional del Petróleo

   

(2017 to 2022)

(2018 to 2020)

 

 

   

 

Securities Held as at March 1, 2024

 

 
 

Common Shares

DSUs

   

Nil

54,011

 

 

 

 

   Meets share ownership requirement

 

 

44  

Barrick Gold Corporation | 2024 Circular

 

    


Table of Contents

LOGO

Areas of Expertise

 

LOGO

  M&A Execution

 

LOGO

 

 

Capital Allocation &

Financial Acumen

 

LOGO

 

 

International

Business

Experience &

Global Partnerships

 

 

LOGO

 

 

Talent Development and Allocation &

Partnership Culture

 

 

LOGO

 

 

 

Risk Management

 

LOGO

 

 

Government and

Regulatory Affairs & Community Relations

 

 

John L. Thornton (70), Non-Independent, Chairman of Barrick

 

 

Director since: February 2012

Palm Beach, FL, USA

 

  Nationality: American
 
 

Mr. Thornton was appointed Chairman on February 13, 2024. From April 30, 2014 to February 12, 2024, Mr. Thornton was Executive Chairman of Barrick. From June 5, 2012 to April 29, 2014, Mr. Thornton was Co-Chairman of Barrick. He is also Non-Executive Chairman of PineBridge Investments, a global asset manager. He is a Professor of the Tsinghua University School of Economics and Management and serves as the Director of its Global Leadership Program. In addition, he is a member of the Advisory Boards of the Tsinghua Schools of Economics and Management and of Public Policy and Management. 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), King Abdullah University of Science and Technology, McKinsey Advisory Council, Schwarzman Scholars, and the African Leadership Academy. He is also the former 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

    4/4  
  2023    81.9%    18.1%     
  2022    87.4%    12.6%     
        

 

 


Overall Attendance

    100%  
   

 

Other Public Boards During Past Five Years

 

 
 

Lenovo Group Limited

AltC Acquisition Corp.

Ford Motor Company

   


(2023 to Present)

(2021 to Present)
(1996 to Present)

 

 
 

   

 

Securities Held as at March 1, 2024

 

 
 

Common Shares(6)

DSUs

   

2,742,127

1,281

 

 

 

 

   Meets share ownership requirement for Executive Chairman

 

(6)

As at March 1, 2024, Mr. Thornton owns 1,103,970 Barrick Shares directly, 59,970 Barrick Shares indirectly through a Rollover IRA, and 902,170 Barrick Shares indirectly through Grantor Retained Annuity Trusts. Mr. Thornton also exercises control or direction over 240,565 Barrick Shares held in the names of his wife and children. In addition, 435,452 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.

 

   

Barrick Gold Corporation | 2024 Circular

 

     45  


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, each of which is comprised of entirely independent directors and is governed by 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 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 ESG & 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), Helen Cai, J. Michael Evans, Anne N. Kabagambe, and Andrew J.  Quinn
   
 Compensation Committee   Christopher L. Coleman (Chair), Helen Cai, Isela A. Costantini, Brian L. Greenspun, and J. Brett Harvey
   

 ESG & Nominating Committee

  J. Brett Harvey (Acting Chair), Christopher L. Coleman, Brian L. Greenspun, Anne N. Kabagambe, and Loreto Silva

Committee membership rotates periodically. At least once per year, the ESG & Nominating Committee reviews the composition of committees and recommends committee members and chairs to the Board for approval.

 

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Audit & Risk Committee

The Audit & Risk Committee(1)(2) is comprised of J. Brett Harvey (Chair), Helen Cai, J. Michael Evans, Anne N. Kabagambe, 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, 2023.

Key Activities and Accomplishments for 2023

The activities described below were undertaken by the Audit & Risk Committee in 2023.

 

   
 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 the Company’s disclosure controls and procedures

 

•   Reviewed the Company’s climate-related disclosure in line with the recommendations of the TCFD and received updates on new climate disclosure proposals issued by Canadian and U.S. securities regulators and the International Sustainability Standards Board

 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

 

•   Reviewed and assessed internal audit reports from the Business Assurance function

 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 external auditors

 

•   Approved the timeline, process, and criteria to be used by the Company to conduct an external audit tender process and to evaluate and select the audit service firms invited to participate in the tender process

 

•   Recommended the reappointment of PwC as the Company’s external auditor following a thorough review and evaluation of the audit services firms participating in the tender process

 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 2023 were approved by the Audit & Risk Committee pursuant to the Audit Services Policy

 Finance Structure and

 Enterprise Resource

 Planning

  

•   Received regular reports and monitored initiatives to streamline our finance processes and integrate financial reporting across the Company, including through the Company’s SAP enterprise resource planning and reporting platform now implemented across all regions

 Compliance and

 Regulatory Matters

  

•   Reviewed the Company’s Code of Business Conduct and Ethics, which is the cornerstone of Barrick’s Business Integrity and Ethics program, to reflect best practices and ensure that Barrick continues to hold itself to the highest standards of ethical business conduct

 

•   Reviewed updates to the Company’s Anti-Bribery and Anti-Corruption Policy to strengthen oversight and clarify pre-approval requirements

 

•   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

 

•   Reviewed the Company’s Business Integrity and Ethics plan and progress of the plan throughout the year, including key training and reporting updates

 

•   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 Company’s tax accounting process and Tax Policy which sets global standards for managing tax matters including with respect to transparency and disclosure

 

•   Reviewed the status of significant litigation

 

   

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 Enterprise Risk

 Management

  

•   Reviewed and assessed reports on the Company’s processes relating to enterprise risk management, including financial, regulatory, strategic, and operational risks

 

•   Reviewed regular reports on the Company’s management of key risks, including through the update of the Company-wide risk register which reflects key risks at the enterprise and regional levels, including new, emerging, and long-term risks. Particular attention was paid to gaining an improved understanding of enterprise-level risks such as geopolitical risks, operational risks, health and safety 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

 

•   Received an in-depth briefing from the Vice-President, Group Information Technology on the Company’s cybersecurity strategy, including with respect to ongoing improvements to Barrick’s cybersecurity capabilities and enhancements to end-user security as well as training initiatives and penetration testing. In addition, the Committee received briefings from the Senior Vice-President, Business Assurance, Risk and Business Integrity on cybersecurity risks and mitigation strategies at every meeting

 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 and renewed the Company’s share buyback program

 

•   Oversaw the Company’s performance dividend policy

 

•   Reviewed the Company’s liability management strategy

 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 two other publicly-traded companies.

 

(2)

The Board has determined that Messrs. Harvey and Evans and Ms. Cai 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.

 

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Compensation Committee

The Compensation Committee is comprised of Christopher L. Coleman (Chair), Helen Cai, Isela A. Costantini, 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 “2023 Compensation of Named Executive Officers – Compensation Governance and Oversight – Barrick’s Compensation Governance Process – Role of the Compensation Committee” on page 84.

Key Activities and Accomplishments for 2023

The activities described below were undertaken by the Compensation Committee in 2023.

 

   
 Shareholder Engagement   

•   Reflected shareholder feedback on the approach to compensation, including our Long-Term Company Scorecard, Global Peer Group, Partnership Plan, and our approach to human capital management

 2023 Global Peer Group   

•   Reviewed the Global Peer Group and determined that it remains appropriate. Newcrest Mining Limited was removed from the 2023 Global Peer Group following its acquisition by Newmont Corporation

 Refined Executive

 Compensation Framework

  

•   Reviewed and refined the API Scorecards to increase the linkage of payouts to Company performance

 

•   Reviewed and refined the Long-Term Company Scorecard to enhance the linkage of LTI to returns from 15% to 50% (as assessed by Relative TSR and ROCE), and tied 30% of LTI to Barrick’s clear and proven growth strategy (as assessed by Strategic Execution and Reserve Replacement measures)

 

•   Reviewed and revised the Relative TSR peer group from the MSCI World Metals and Mining Index (MSCI Index) to the VanEck Gold Miners ETF (GDX) to enable a more direct comparison of Barrick’s performance to other global gold mining companies

 Approved Executive

 Compensation

  

•   Reviewed the President and Chief Executive Officer’s recommendations and recommended approval of API opportunities and payouts for the Partners who comprise our Executive Committee

 

•   Evaluated 2023 and multi-year trending performance and recommended approval of PGSU awards for our Executive Committee

 

•   After considering Barrick’s three-year relative and absolute TSR performance versus the MSCI World Metals and Mining Index (which was completed in consultation with the Lead Director), determined and recommended to the independent directors the 2023 compensation of the Chairman (for his services as Executive Chairman in 2023) for approval

 

•   After considering the Chairman’s performance evaluation of the President and Chief Executive Officer, determined and recommended to the independent directors the 2023 compensation of the President and Chief Executive Officer for approval

 

•   Approved the 2023 Report on Director Compensation and Equity Ownership and Compensation Discussion & Analysis

 Governance   

•   Reviewed the results of an updated compensation risk assessment completed by WTW (formerly known as 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 market practices observed from the Global Peer Group, best practices, and the policies of proxy advisory firms

 

•   Reviewed the SEC’s final rule related to the recoupment of incentive compensation and approved the Executive Officer Recovery Policy

 

   

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ESG & Nominating Committee

We believe that our company-wide focus on ESG management is one of our core competitive advantages in the global competition to be the partner of choice for host communities and to attract investment and human capital. To underscore the important role of the Corporate Governance and Nominating Committee in overseeing our environmental, safety and health, corporate social responsibility, and human rights programs, policies and performance, we renamed the Corporate Governance & Nominating Committee as the “Environmental, Social, Governance & Nominating Committee” in February 2022. We believe that this change in the committee’s name better reflects the breadth of its responsibilities and highlights the important role that this committee plays in overseeing Barrick’s sustainability culture.

The ESG & Nominating Committee is comprised of J. Brett Harvey (Acting Chair), Christopher L. Coleman, Brian L. Greenspun, Anne N. Kabagambe, and Loreto Silva. The ESG & 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. For 2023, the Committee was responsible for conducting an annual performance evaluation of the Executive Chairman in consultation with the Lead Director.

Key Activities and Accomplishments for 2023

The activities described below were undertaken by the ESG & Nominating Committee in 2023.

 

   

 Board Renewal and

 Diversity

  

•   Reviewed the Company’s progress toward achieving the objectives of the Diversity Policy, including the Company’s successful achievement of its target for women to represent at least 30% of directors by the end of 2022

 

•   Reviewed the Company’s disclosure of the number and proportion of directors who self-identify as racially and/or ethnically diverse

 

•   The Lead Director and Acting ESG & Nominating Committee Chair led the annual director evaluation process for 2023 and reviewed the full results with the Committee and key findings with the Board in early 2024

 Governance   

•   In conjunction with the Compensation Committee, oversaw the implementation of our shareholder engagement strategy that included governance and sustainability-focused meetings among the Lead Director, the Chair of the Compensation Committee, and significant shareholders in early 2024; meetings held throughout 2023 among the Group Sustainability Executive and significant shareholders and leading ESG ratings firms to discuss the Company’s sustainability vision and policies; Barrick’s annual Sustainability Day presentation for significant investors, leading ESG ratings firms and key analysts in the summer of 2023; Barrick’s Growth Webinar in the fall of 2023; and quarterly results presentations hosted by the President and Chief Executive Officer and other members of the senior leadership team in live and virtual formats

 

•   Received regular updates on shareholder engagement activities and considered the implications of shareholder feedback on Barrick’s governance practices and initiatives

 

•   Considered the composition of the Board’s three standing Committees and recommended that Anne Kabagambe be appointed to the ESG & Nominating Committee and that Isela Costantini be appointed to the Compensation Committee

 Oversight of Sustainability

 Matters

  

•   Received detailed reports at each meeting 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, climate matters, and GHG emissions and progress towards the Company’s science-based GHG emissions reduction targets, updates on the Company’s tailings facilities management and closure management strategies, an overview of community engagement initiatives and human rights matters, workforce safety, 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

 

•   Reviewed and recommended that the Board approve the Company’s Tailings Management Policy under the GISTM and related technical disclosures with respect to “Extreme” and “Very High” consequence sites

 

•   Monitored the management of significant matters affecting our license to operate, including environmental, workplace, and human rights and social issues across the Company including in Tanzania and Pakistan

 

•   Reviewed Barrick’s progress toward increasing workforce diversity in line with the Company’s sustainability strategy by prioritizing local hiring and supporting gender diversity through the recruitment, training, and development of women at all levels of the organization

 

•   Reviewed the 2022 Sustainability Report including the Sustainability Scorecard

 

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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 phone or video conference 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 2023. The table below summarizes the number of Board and committee meetings attended by our director nominees from January 1, 2023 to December 31, 2023. The directors’ attendance records are also included in the director profiles under “Directors” beginning on page 40.

Meeting Attendance of Director Nominees

  Director

 

 

Board
Meetings

 

    

 

Committee Meetings

    

Total Board and
Committee
Meetings to
December 31,
2023

 

 
  

Audit &

Risk

 

    

Compensation

 

    

ESG &
Nominating

 

 

  J.L. Thornton

   

4/4

100%

 

 

     -         -         -        

4 of 4

100%

 

 

  M. Bristow    

4/4

100%

 

 

     -         -         -        

4 of 4

100%

 

 

  H. Cai

   

4/4

100%

 

 

    

4/4

100%

 

 

    

7/7

100%

 

 

     -        

15 of 15

100%

 

 

  G.A. Cisneros(1)    

4/4

100%

 

 

     -        

6/7

86%

 

 

    

5/5

100%

 

 

    

15 of 16

94%

 

 

  C.L. Coleman

   

4/4

100%

 

 

     -        

7/7

100%

 

 

    

5/5

100%

 

 

    

16 of 16

100%

 

 

  I.A. Costantini(2)    

4/4

100%

 

 

     -        

3/3

100%

 

 

     -        

7 of 7

100%

 

 

  B.L. Greenspun

   

4/4

100%

 

 

     -        

7/7

100%

 

 

    

5/5

100%

 

 

    

16 of 16

100%

 

 

  J.B. Harvey    

4/4

100%

 

 

    

4/4

100%

 

 

    

7/7

100%

 

 

     -        

15 of 15

100%

 

 

  A.N. Kabagambe(3)

   

4/4

100%

 

 

    

4/4

100%

 

 

     -        

2/2

100%

 

 

    

10 of 10

100%

 

 

  A.J. Quinn    

4/4

100%

 

 

    

4/4

100%

 

 

     -         -        

8 of 8

100%

 

 

  L. Silva

   

4/4

100%

 

 

     -         -        

5/5

100%

 

 

    

9 of 9

100%

 

 

 

(1)

Mr. Cisneros passed away on December 29, 2023.

 

(2)

Ms. Costantini became a member of the Compensation Committee on May 2, 2023.

 

(3)

Ms. Kabagambe became a member of the ESG & Nominating Committee on May 2, 2023.

Meeting Attendance of Directors Not Standing for Re-Election

  Director

 

 

Board
Meetings

 

    

 

Committee Meetings

    

Total Board and
Committee
Meetings to
December 31,
2023

 

 
  

Audit &

Risk

 

    

Compensation

 

    

ESG &
Nominating

 

 

  J.M. Evans(1)

   

4/4

100%

 

 

    

4/4

100%

 

 

     -         -        

8 of 8

100%

 

 

 

(1)

Mr. Evans will retire from the Board at the Meeting.

 

   

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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 Chairman (including the legacy compensation arrangements in connection with his prior capacity as Executive Chairman) and the other non-executive directors, as well as 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.

Chairman Compensation Structure

Legacy Executive Chairman Compensation Structure

Compensation earned by the Executive Chairman for 2023 prior to his transition to Chairman effective February 13, 2024 was determined with reference to the compensation framework designed in 2020 to ensure that Executive Chairman compensation was commensurate with his role as the Chairman of the Board as well as his ongoing involvement and contribution to Barrick as an executive of the Company.

The 2020 compensation framework for the Executive Chairman was designed in keeping with our core design principles of simplicity, transparency, pay-for-performance, and shareholder alignment. The core components of this compensation framework included: (a) an annual base salary of $2,500,000; (b) eligibility for an annual LTI award up to a maximum opportunity of 175% of base salary with payout 100% linked to Barrick’s relative TSR performance versus the MSCI Index over a three-year lookback period (with at least 60% of any LTI award to be delivered in After-Tax Shares that are subject to market-leading holding requirements and clawback); (c) annual Company contributions to the Executive Retirement Plan equal to 15% of base salary; and (d) other benefits and perquisites including health, dental, life, disability, and accidental death and dismemberment coverage. Under this compensation framework, LTI was only awarded if Barrick outperforms the median TSR of the MSCI Index and even if Barrick outperformed the median TSR of the MSCI Index, the award is capped at 50% of maximum if Barrick does not deliver positive total shareholder returns over the same three-year performance period. Because Barrick’s relative TSR performance at December 31, 2023 was below the median of the MSCI Index over the three-year lookback period, no LTI was awarded for 2023. Please see “2023 Compensation of the Executive Chairman” for further details.

In furtherance of our commitment to thoughtful and deliberate corporate governance and having regard to the specific needs of the business, the duties of the Board, and the best interests of the Company’s shareholders, the Executive Chairman determined that the transition to a Chairman role effective February 13, 2024 under a more traditional governance structure will best position Barrick for its next phase of growth.

Non-Executive 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 non-executive director compensation structure with advice from its independent compensation consultant, WTW. 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, WTW 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 United States. Following this review, on May 7, 2019, the Compensation Committee recommended, and the Board approved the following non-executive 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. No changes were made to non-executive director compensation in 2023. Directors who are officers of the Company, including the President and Chief Executive Officer, do not receive any compensation for their services as directors.

 

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  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 64%) 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

 

 

 

  ESG & 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.

Non-Executive 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.

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: Prior to the transition to the Chairman role effective February 13, 2024, the Executive Chairman was required to hold Barrick Shares and/or DSUs worth a total value of at least four times his annual pre-tax salary and he had three years from the date of his appointment to fulfill the share ownership requirement.

 

   

Chairman: Following the transition to the Chairman role effective February 13, 2024, the Chairman is required to hold at least three times his annual retainer worth of Barrick Shares and/or DSUs.

 

   

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 the Chairman and 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, 2023, except as set out below, all of the directors have met their share ownership requirements:

 

   

Ms. Kabagambe, who was appointed to the Board in November 2020, has until November 4, 2025 to meet her share ownership requirement;

 

   

Ms. Cai, who was appointed to the Board in November 2021, has until November 3, 2026 to meet her share ownership requirement; and

 

   

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Ms. Costantini, who was appointed to the Board in November 2022, has until November 2, 2027 to meet her share ownership requirement.

The following table provides details of the share ownership of our directors, other than Dr. Bristow, whose share ownership requirements are disclosed under “2023 Compensation of Named Executive Officers – Managing Compensation Risks – NEO Share Ownership Requirements” beginning on page 89.

Share Ownership of Directors

 

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, 2023

   

Share

Ownership

Requirement

Met as at

December 31, 2023

()

 

(a)

 

 

(b)

 

    

(c)

 

    

(d)

 

    

(e)

 

    

(f)

 

   

(g)

 

 

 

 John L. Thornton(2)

 

 

 

 

December 31, 2023

 

 

  

 

 

 

$49,605,077

(2,742,127)

 

 

 

  

 

 

 

$23,173

(1,281)

 

 

 

  

 

 

 

$49,628,251

(2,743,408)

 

 

 

     19.9x        
   

 

 

 

March 1, 2024

 

 

  

 

 

 

$40,967,377

(2,742,127)

 

 

 

  

 

 

 

$19,138

(1,281)

 

 

 

  

 

 

 

$40,986,516

(2,743,408)

 

 

 

 

 Helen Cai

 

 

 

 

December 31, 2023

 

 

  

 

 

 

Nil

(Nil)

 

 

 

  

 

 

 

$625,570

(34,581)

 

 

 

  

 

 

 

$625,570

(34,581)

 

 

 

     2.3x       N/A  
   

 

 

 

March 1, 2024

 

 

  

 

 

 

Nil

(Nil)

 

 

 

  

 

 

 

$516,640

(34,581)

 

 

 

  

 

 

 

$516,640

(34,581)

 

 

 

 

 Christopher L.

 Coleman

 

 

 

 

December 31, 2023

 

 

  

 

 

 

$2,194,932

(121,334)

 

 

 

  

 

 

 

$1,416,248

(78,289)

 

 

 

  

 

 

 

$3,611,180

(199,623)

 

 

 

     13.1x        
   

 

 

 

March 1, 2024

 

 

  

 

 

 

$1,812,730

(121,334)

 

 

 

  

 

 

 

$1,169,638

(78,289)

 

 

 

  

 

 

 

$2,982,368

(199,623)

 

 

 

 

 Isela A. Costantini

 

 

 

 

December 31, 2023

 

 

  

 

 

 

Nil

(Nil)

 

 

 

  

 

 

 

$343,710

(19,000)

 

 

 

  

 

 

 

$343,710

(19,000)

 

 

 

     1.2x       N/A  
   

 

 

 

March 1, 2024

 

 

  

 

 

 

Nil

(Nil)

 

 

 

  

 

 

 

$283,860

(19,000)

 

 

 

  

 

 

 

$283,860

(19,000)

 

 

 

 

 J. Michael Evans

 

 

 

 

December 31, 2023

 

 

  

 

 

 

Nil

(Nil)

 

 

 

  

 

 

 

$2,867,934

(158,537)

 

 

 

  

 

 

 

$2,867,934

(158,537)

 

 

 

     10.4x        
   

 

 

 

March 1, 2024

 

 

  

 

 

 

Nil

(Nil)

 

 

 

  

 

 

 

$2,368,543

158,537

 

 

 

  

 

 

 

$2,368,543

158,537

 

 

 

 

 Brian L. Greenspun

 

 

 

 

December 31, 2023

 

 

  

 

 

 

$564,137

(31,185)

 

 

 

  

 

 

 

$2,422,559

(133,917)

 

 

 

  

 

 

 

$2,986,695

(165,102)

 

 

 

     10.9x        
   

 

 

 

March 1, 2024

 

 

  

 

 

 

$465,904

(31,185)

 

 

 

  

 

 

 

$2,000,720

(133,917)

 

 

 

  

 

 

 

$2,466,624

(165,102)

 

 

 

 

 J. Brett Harvey

 

 

 

 

December 31, 2023

 

 

  

 

 

 

$527,776

(29,175)

 

 

 

  

 

 

 

$3,489,362

(192,889)

 

 

 

  

 

 

 

$4,017,138

(222,064)

 

 

 

     14.6x        
   

 

 

 

March 1, 2024

 

 

  

 

 

 

$435,875

(29,175)

 

 

 

  

 

 

 

$2,881,762

(192,889)

 

 

 

  

 

 

 

$3,317,636

(222,064)

 

 

 

 

 Anne N. Kabagambe

 

 

 

 

December 31, 2023

 

 

  

 

 

 

$105,754

(5,846)

 

 

 

  

 

 

 

$568,605

(31,432)

 

 

 

  

 

 

 

$674,359

(37,278)

 

 

 

     2.5x       N/A  
   

 

 

 

March 1, 2024

 

 

  

 

 

 

$87,339

(5,846)

 

 

 

  

 

 

 

$469,594

(31,432)

 

 

 

  

 

 

 

$556,933

(37,278)

 

 

 

 

 Andrew J. Quinn

 

 

 

 

December 31, 2023

 

 

  

 

 

 

$1,311,181

(72,481)

 

 

 

  

 

 

 

$1,416,248

(78,289)

 

 

 

  

 

 

 

$2,727,429

(150,770)

 

 

 

     9.9x        
   

 

 

 

March 1, 2024

 

 

  

 

 

 

$1,082,866

(72,481)

 

 

 

  

 

 

 

$1,169,638

(78,289)

 

 

 

  

 

 

 

$2,252,504

(150,770)

 

 

 

 

 Loreto Silva

 

 

 

 

December 31, 2023

 

 

  

 

 

 

Nil

(Nil)

 

 

 

  

 

 

 

$977,059

(54,011)

 

 

 

  

 

 

 

$977,059

(54,011)

 

 

 

     3.6x        
   

 

 

 

March 1, 2024

 

 

  

 

 

 

Nil

(Nil)

 

 

 

  

 

 

 

$806,924

(54,011)

 

 

 

  

 

 

 

$806,924

(54,011)

 

 

 

 

(1)

The values of Barrick Shares and DSUs are based on the closing price of Barrick Shares on the NYSE as at December 29, 2023 ($18.09), the last trading day in 2023, and March 1, 2024 ($14.94).

 

(2)

Mr. Thornton’s share ownership as at December 31, 2023 was assessed as a multiple of his 2023 salary. Mr. Thornton’s share ownership as at March 1, 2024 was assessed as a multiple of his annual retainer. As at March 1, 2024, Mr. Thornton owns 1,103,970 Barrick Shares directly, 59,970 Barrick Shares indirectly through a Rollover IRA, and 902,170 Barrick Shares indirectly through Grantor Retained Annuity Trusts. Mr. Thornton also exercises control or direction over 240,565 Barrick Shares held in the names of his wife and children. In addition, 435,452 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.

 

54  

Barrick Gold Corporation | 2024 Circular

 

    


Table of Contents

Director Compensation Summary for 2023

The following table provides details of the compensation for Barrick’s directors during 2023, other than Dr. Bristow, whose compensation is disclosed in “2023 Compensation of Named Executive Officers – Summary Compensation Table” on page 94 and who received no additional compensation as a result of his service as a director of Barrick.

Director Compensation Table for the Year Ended December 31, 2023(1)

 

  Name    2023 Committee
Memberships
   Fees
Earned(2)
     Share-Based
Awards(2)
     Option-Based
Awards
     All Other
Compensation
     Total
Compensation
 

  (a)

 

  

(b)

 

  

(c)

 

    

(d)

 

    

(e)

 

    

(f)

 

    

(g)

 

 

 

John L. Thornton(3)

 

  

 

Executive Chairman

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

$2,913,976

 

 

  

 

 

 

$2,913,976

 

 

 

Helen Cai(4)

 

  

 

Audit & Risk;
Compensation

  

 

 

 

$40,000

 

 

  

 

 

 

$275,000

 

 

  

 

 

 

Nil

 

 

  

 

 

 

Nil

 

 

  

 

 

 

$315,000

 

 

 

Gustavo A. Cisneros(5)

 

  

 

ESG&N (Chair);
Compensation

  

 

 

 

$112,011