COMMITTEES OF THE BOARD

Committees of the Board

The Board has established five standing committees, all of which have a written mandate. In addition, all Board committees are comprised entirely of independent directors.

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

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

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

The committee mandates authorize each committee to, in its sole discretion, engage external advisors as necessary at the expense of Barrick. Since our last annual meeting, each committee has reviewed its mandate to ensure it reflects the needs of the Company, best practices, and applicable regulatory requirements. All changes to committee mandates from time to time are approved by the Corporate Governance & Nominating Committee and the Board.

The following chart sets out the members of the committees as of the date of this Circular:


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

AUDIT COMMITTEE

Key Oversight Responsibilities

The Audit 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; and the performance of the internal audit function and the external auditor. At each of its meetings, the Audit Committee meets separately with each of the external auditor, the head of Barrick’s internal audit function, the Executive Vice President and Chief Financial Officer, and the Senior Vice President and General Counsel, as part of its regular in camera session. The full Audit Committee mandate is available at www.barrick.com/company/governance. For more information on the Audit Committee, please also refer to the section entitled “Audit Committee” in our Annual Information Form for the year ended December 31, 2017.

Key Activities and Accomplishments for 2017


Notes to Audit 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 Committee may not serve on more than two other public company audit committees without Board approval. No member of the Audit Committee currently serves on the audit committee of more than three publicly-traded companies, including Barrick.
  2. The Board has determined that Dr. Moyo, Mr. Shapiro, and Mr. Thrasher are each an “audit committee financial expert” as defined by the SEC rules. The rules adopted by the SEC indicate that the designation of Dr. Moyo, Mr. Shapiro, and Mr. Thrasher 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 Committee and Board who do not carry this designation.
  3. Dr. Moyo will retire from the Board at the Meeting.
  4. Mr. Marcet became a member of the Audit Committee effective April 25, 2017 and attended all three meetings held after that date.

COMPENSATION COMMITTEE

 

Key Oversight Responsibilities

The Compensation Committee supports the Board in monitoring, reviewing, and approving compensation policies and practices and administering share compensation plans. The Committee designs and drives all aspects 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 Role of the Compensation Committee. The full Compensation Committee mandate is available at www.barrick.com/company/governance.

Key Activities and Accomplishments for 2017

CORPORATE GOVERNANCE & NOMINATING COMMITTEE

Key Oversight Responsibilities

The Corporate Governance & Nominating Committee supports the Board in establishing the Company’s corporate governance policies and practices, identifying individuals qualified to become directors, and reviewing the composition of the Board and its committees. The Committee monitors developments and emerging best practices as well as the overall effectiveness of Barrick’s corporate governance practices. The Committee also oversees continuing education and development for directors, reviews Barrick’s senior leadership and Executive Chairman succession plan, and conducts an annual performance evaluation of the Executive Chairman, in consultation with the Lead Director. The full Corporate Governance & Nominating Committee mandate is available at www.barrick.com/company/governance.

Key Activities and Accomplishments for 2017


Notes to Corporate Governance & Nominating Committee Membership:

  1. Dr. Moyo will retire from the Board at the Meeting.

CORPORATE RESPONSIBILITY COMMITTEE

Key Oversight Responsibilities

The Corporate Responsibility Committee supports the Board in fulfilling its oversight responsibilities regarding environmental, health and safety, corporate social responsibility (including sustainable development, community relations, and security matters), and human rights programs, policies, and performance. The full Corporate Responsibility Committee mandate is available at www.barrick.com/company/governance.

Key Activities and Accomplishments for 2017

Notes to Corporate Responsibility Committee Membership:

  1. Mr. Doer will retire from the Board at the Meeting.
  2. Mr. Marcet became a member of the Corporate Responsibility Committee effective April 25, 2017 and attended all three meetings held after that date.

RISK COMMITTEE

Key Oversight Responsibilities

The Risk Committee supports the Board with oversight of the Company’s management of enterprise risks, as well as the implementation of policies and standards for monitoring and mitigating such risks. The Risk Committee also monitors and reviews the Company’s financial structure and investment and financial risk management programs. The full Risk Committee mandate is available at www.barrick.com/company/governance.

Key Activities and Accomplishments for 2017

Notes to Risk Committee Membership:

  1. Dr. Moyo will retire from the Board at the Meeting.