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.

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

Business of the Meeting

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

  • Elect 15 director nominees
  • Appoint PwC as our auditor for 2018
  • Approve our non-binding advisory vote on our approach to executive compensation

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on February 23, 2018. To make sure your shares are represented at the Meeting, you may cast your vote in person or by submitting your proxy or voting instruction form. Please see Voting Procedures for more details on how you can vote.

Board and Corporate Governance Highlights

The Board recommends a vote FOR all of our director nominees.

Just as we focus on continually improving the quality of our mining operations, we continue to strengthen our corporate governance practices. Below is a summary of our corporate governance highlights. Please see Our Commitment to Corporate Governance for more details on our corporate governance practices.

Continued Focus on Corporate Governance.

Continued Emphasis on Shareholder Engagement, Communication, and Transparency.

Below are some of the initiatives we implemented to promote transparency and strengthen ongoing engagement with our shareholders.


Continued Evolution of Our Approach to Corporate Governance and Executive Compensation.

Our Board of Directors carefully considers the wide range of views and feedback exchanged during shareholder engagement meetings. The table below summarizes the changes we have made to our corporate governance practices and our approach to executive compensation based on the feedback received. We will continue to consider the feedback that we receive from our shareholders and the outcome of our future say on pay advisory votes when evaluating our approach to corporate governance and making compensation decisions for our Executive Chairman and Named Partners. The shareholder engagement activities of our Board complement management’s regular shareholder outreach program.

How to Contact Us

For more details on how to contact us, see our Shareholder Engagement Policy on our website at www.barrick.com/company/governance or Communications and Shareholder Engagement.

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

We aim to be the leading mining company focused on gold, growing our free cash flow per share by developing and operating high quality assets through disciplined allocation of human and financial capital and operational excellence. Having the best technical talent in the industry, building long-term partnerships with stakeholders, obtaining community support, negotiating taxation and other benefit sharing arrangements, obtaining necessary permits, and protecting communities and the environment are all critical to the success of our business. This requires continuous engagement with a diverse group of stakeholders at the local, national, and international levels. We therefore believe our Board nominees must strike the right balance between those who have expertise in mining operations and strong financial acumen, with the skills and experience necessary to ensure our business can secure and maintain our license to operate and to advance Barrick’s digital initiatives.

Our Corporate Governance & Nominating Committee has identified the experience and expertise that are imperative to the success of our Company. The Committee retained an independent advisor to identify additional director candidates for our Board and gave the advisor a specific mandate to propose diverse candidates, particularly women. This process, which is ongoing, resulted in the nomination of Patricia A. Hatter, a seasoned technology industry executive with broad experience in the implementation of digital transformation strategies, and María Ignacia Benítez , a former Chilean Minister of the Environment, for election to the Board of the Company at the upcoming Meeting. For more details on our director nominees, see Director Nominees or Directors.

Director Nominees

Our director nominees are diverse, experienced, and accomplished. The following table reflects the skills and strengths we believe are required to be a leading twenty-first century company operating in the mining industry, and the experience and expertise brought by each of our director nominees. For more details on our Diversity Policy, see Diversity Initiatives.

Compensation Discussion & Analysis Highlights

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

We are a Company of Owners and we are invested in the success of the Company, now and over the long-term.

Over the past three years, we implemented a number of changes to our compensation programs to underscore our commitment to partnership, and the belief that every single employee should be personally invested in the long-term success of Barrick. A significant portion of the compensation for our Executive Chairman and Named Partners is delivered in share-based, long-term incentives (LTI), with holding requirements that far exceed those of our peers and the broader market. Our Executive Chairman and Named Partners are deeply invested in Barrick’s performance and success, with collective ownership of over 2.9 million Barrick Common Shares worth more than $36 million as at March 15, 2018. We are not merely aligned with owners − we are a Company of Owners, and we are financially and emotionally invested in transforming Barrick into a leading twenty-first century company.

Our incentive compensation programs motivate our Executive Chairman and Named Partners to think in decades, plan in years, and act with urgency to transform Barrick into a leading twenty-first century company.

To drive excellence in all that we do, we hold our Executive Chairman and our Named Partners to the highest standards of individual and collective performance. Our incentive programs are entirely performance-based and designed to reward consistent high-level execution, Best-in-Class operations, disciplined capital allocation, continual self-improvement, and building and maintaining partnerships of real depth and trust with all of our stakeholders. We prospectively disclose our short-term and long-term performance measures each year to hold our Executive Chairman and Named Partners accountable for results.

At the heart of our pay-for-performance system is our goal setting process. We review our business plan at the beginning of each year to define the key areas of focus and priority actions for each role. We also review the Long-Term Company Scorecard against our strategic plan to ensure the performance measures remain relevant. Long-term performance ranges are reviewed and set based on challenging levels of performance that reflect Barrick’s Life of Mine Plans, analyst and shareholder expectations, the competitive environment, and Barrick’s long-term vision.

  1. ROIC is an internal performance measure used to manage performance. ROIC measures return on invested capital by taking Adjusted EBIT (Adjusted EBITDA less depreciation) less cash taxes as disclosed in the consolidated statements of cash flow and removing the impact of foreign currency translation gains/losses as disclosed in the consolidated income statements and dividing by average invested capital. Invested capital is calculated by taking consolidated assets as reported on our balance sheet net of assets not subject to depreciation as reported in Note 19 Property, plant and equipment of the financial statements in our 2017 Annual Report. 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 directly comparable IFRS measures, please see Other Information – Use of Non-GAAP Financial Performance Measures.
  2. Free cash flow is a non-GAAP financial performance measure with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. For further details regarding non-GAAP financial performance measures, please see Other Information – Use of Non-GAAP Financial Performance Measures.

Our 2017 compensation decisions reflect solid execution and delivery against our 2017 priorities, while recognizing distinct challenges that arose last year.

  1. Free cash flow is a non-GAAP financial measure that does not have any standardized meaning under IFRS and may not be comparable to similar measures of performance prescribed 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, please see Other Information – Use of Non-GAAP Financial Performance Measures.

  1. Free cash flow is a non-GAAP financial measure that does not have any standardized meaning under IFRS and may not be comparable to similar measures of performance prescribed 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, please see Other Information – Use of Non-GAAP Financial Performance Measures.

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