Meeting Attendance

We expect directors to make every reasonable effort to attend all meetings of the Board and committees of which they are members and the annual meeting of shareholders. Directors may participate by teleconference if they cannot attend in person. Subject to extenuating circumstances, directors are expected to attend a minimum of 75% of all Board and committee meetings. The table below summarizes the number of Board and committee meetings attended by each director from January 1, 2017 to December 31, 2017. The directors’ attendance records are also included in the director profiles under Directors.

Meeting Attendance of Director Nominees

  1. Mr. Cisneros was unable to attend one Board meeting due to shoulder surgery. He was also unable to attend one other Board meeting and one meeting of each of the Corporate Governance & Nominating Committee and the Compensation Committee due to a death in his family.
  2. Mr. Marcet became a member of the Audit Committee and the Corporate Responsibility Committee effective April 25, 2017 and attended all three meetings held after that date.

Meeting Attendance of Directors Not Standing for Re-Election



  1. Mr. Doer will retire from the Board at the Meeting.
  2. Dr. Moyo will retire from the Board at the Meeting.

Report on Director Compensation and Equity Ownership

Overall Objectives of the Director Compensation Program

The following sections provide an overview of our director compensation program including: how compensation is delivered, share ownership requirements, and compensation paid for 2017. The term “non-executive directors” in this Circular refers to those directors who are not officers or employees of the Company.

Director Compensation Structure

Annual Retainer

Non-executive directors receive an annual retainer of $200,000 in four installments following the end of each quarter of service as a Board member. In February 2015, the Board of Directors approved a change to the director compensation structure to require directors to receive at least 75% of their annual director retainer in the form of DSUs. All directors have the option to elect to receive 100% of their annual retainer in DSUs or in cash to purchase Common Shares that cannot be sold, transferred, or otherwise disposed of until the director leaves the Board. There are no additional meeting fees for our directors.

Additional Retainers for Certain Directors

Certain directors receive additional retainers that are paid quarterly in cash:

  • Lead Director: The Lead Director receives an additional $30,000 annually due to the broad responsibilities of this position.
  • Audit Committee Chair and members: The Audit Committee Chair receives an additional $25,000 annually and members of the Audit Committee receive an additional $3,000 annually due to the workload and broad responsibilities of the committee.
  • Other Committee Chairs: Other Committee Chairs receive an additional $15,000 annually due to the workload and broad responsibilities of these committee chairs.

The Compensation Committee periodically reviews director compensation to ensure competitiveness. The size and design of our directors’ compensation awards are appropriately benchmarked against our Mining Peer Group, which is the same as that used for executive compensation, as discussed in 2017 Compensation of Named Executive Officers – Compensation Governance and Oversight – Compensation Benchmarking and Peer Group.

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. Directors who are officers of the Company, namely Messrs. Dushnisky and Thornton, do not receive any compensation for their services as directors.

Director Equity Awards

Deferred Share Unit Plan

Each DSU is a share unit that is equal in value to a Common 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 to have his or her DSUs redeemed for cash based on the value of the Common Shares, at any time up to the end of the calendar year in which the director leaves 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.

Director Share Ownership Requirements

In order to drive emotional and financial ownership among our directors, Barrick requires directors to own Common Shares and/or DSUs having a minimum value established by the Board. 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: The Executive Chairman is required to hold Common Shares, RSUs and/or DSUs worth a total value of at least four times his annual pre-tax salary and has three years from the date of his appointment to fulfill the share ownership requirement.
  • Non-executive directors: Each non-executive director is required to hold at least three times his or her annual Board retainer worth of Common 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 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 our Common 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, 2017, all directors except for Messrs. Clow, Doer, and Marcet have met their share ownership requirements. Mr. Clow has until April 26, 2021 to meet his share ownership requirement, Mr. Doer will retire from the Board at the Meeting, and Mr. Marcet has until December 6, 2021 to meet his share ownership requirement.

The following table provides details of the share ownership of our directors, other than Messrs. Dushnisky and Thornton, whose share ownership requirements are disclosed under 2017 Compensation of Named Executive Officers – Managing Compensation Risks – Share Ownership Requirements.

  1. The values of Common Shares and DSUs are based on the closing price of Common Shares on the NYSE at December 29, 2017 ($14.47), the last trading day in 2017, and March 1, 2018 ($11.42).
  2. On March 12, 2018, Mr. Clow purchased an additional 7,500 Common Shares, bringing his total share ownership position to 22,583 Common Shares.
  3. Mr. Doer will retire from the Board at the Meeting.
  4. Dr. Moyo will retire from the Board at the Meeting.
  5. On March 12, 2018, Mr. Prichard purchased an additional 10,000 Common Shares, bringing his total share ownership position to 30,000 Common Shares.

Director Compensation Summary

The following table provides details of the compensation for Barrick’s directors during 2017, other than Messrs. Dushnisky and Thornton, whose compensation is disclosed in 2017 Compensation of Named Executive Officers – Summary Compensation Table.

  1. Compensation for non-executive directors is paid in U.S. dollars.
  2. Figures shown in the Fees Earned column reflect the portion of the annual retainer taken in the form of cash, as well as additional retainers paid to certain directors in cash, as described in Director Compensation Structure – Additional Retainers for Certain Directors. Figures in the Share-Based Awards column reflect the portion of the annual retainer taken in the form of DSUs. Messrs. Cisneros, Evans, Harvey, Marcet, Munk, Prichard, Shapiro, and Thrasher, and Ms. Lockhart elected to receive 100% of their annual board retainer in DSUs. See Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2017  table for the total value realized upon vesting of the DSUs awarded to directors for their services as directors for 2017.
  3. Mr. Cisneros received a fee of $15,000 for his role as the Chair of the Corporate Governance & Nominating Committee.
  4. Mr. Evans received a fee of $15,000 for his role as the Chair of the Risk Committee.
  5. Mr. Harvey received a fee of $15,000 for his role as Chair of the Compensation Committee and a fee of $30,000 for his role as the Lead Director.
  6. Ms. Lockhart received a fee of $15,000 for her role as the Chair of the Corporate Responsibility Committee.
  7. Mr. Marcet received a prorated fee of $2,052 for his membership on the Audit Committee from April 25, 2017 to December 31, 2017.
  8. Dr. Moyo received a fee of $3,000 for her membership on the Audit Committee.
  9. Mr. Shapiro received a fee of $25,000 for his role as the Chair of the Audit Committee.
  10. Mr. Thrasher received a fee of $3,000 for his membership on the Audit Committee.

Aggregate Option Exercises During Financial Year Ended December 31, 2017

Our directors did not exercise any stock options during 2017.

Outstanding Share-Based Awards and Option-Based Awards as at Year Ended December 31, 2017

The following table provides information for all unvested share-based awards and all option awards outstanding as at December 31, 2017 for directors other than Messrs. Dushnisky and Thornton, whose awards are disclosed in Incentive Plan Award Tables.

  1. Non-executive directors are awarded DSUs which vest immediately upon grant but must be retained until the director leaves the Board, at which time the cash value of the DSUs will be paid out. See the Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2017  table below for information on the DSUs awarded to directors in 2017.
  2. The amounts shown in column (h) are the value of the total number of DSUs held by each director as at December 31, 2017, multiplied by the closing price of our Common Shares on the NYSE on December 29, 2017, the last trading day of 2017 ($14.47).

Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2017

The following table provides information for each of the directors, other than Messrs. Dushnisky and Thornton, whose awards are disclosed in 2017 Compensation for Named Executive Officers – Incentive Plan Award Tables – Incentive Plan Awards – Value Vested or Earned During the Year Ended December 31, 2017 on the value that would have been realized upon vesting of share-based awards during the year ended December 31, 2017.

  1. No directors had outstanding options as at December 31, 2017.
  2. The figures shown represent all DSUs awarded that vested in 2017. In 2017, Messrs. Cisneros, Evans, Harvey, Marcet, Munk, Prichard, Shapiro, and Thrasher, and Ms. Lockhart elected to receive 100% of the director retainer in DSUs, while Messrs. Clow, Doer, and Greenspun, and Dr. Moyo elected to receive the mandated portion of the director retainer (75%) in DSUs. Because DSUs vest immediately upon issuance, the value of DSUs that vested in 2017 is determined by multiplying the number of DSUs issued to each director in the year by the closing price of our Common Shares on the NYSE on the applicable date of issuance.
  3. Mr. Cisneros’ share-based awards include 12,239 DSUs and 785 DSU dividend equivalents.
  4. Mr. Clow’s share-based awards include 9,179 DSUs and 68 DSU dividend equivalents.
  5. Mr. Doer’s share-based awards include 9,179 DSUs and 68 DSU dividend equivalents.
  6. Mr. Evans’ share-based awards include 12,239 DSUs and 353 DSU dividend equivalents.
  7. Mr. Greenspun’s share-based awards include 9,179 DSUs and 265 DSU dividend equivalents.
  8. Mr. Harvey’s share-based awards include 12,239 DSUs and 580 DSU dividend equivalents.
  9. Ms. Lockhart’s share-based awards include 12,239 DSUs and 376 DSU dividend equivalents.
  10. Mr. Marcet’s share-based awards include 12,239 DSUs and 40 DSU dividend equivalents.
  11. Dr. Moyo’s share-based awards include 9,179 DSUs and 363 DSU dividend equivalents.
  12. Mr. Munk’s share-based awards include 12,239 DSUs and 698 DSU dividend equivalents.
  13. Mr. Prichard’s share-based awards include 12,239 DSUs and 139 DSU dividend equivalents.
  14. Mr. Shapiro’s share-based awards include 12,239 DSUs and 550 DSU dividend equivalents.
  15. Mr. Thrasher’s share-based awards include 12,239 DSUs and 376 DSU dividend equivalents.