Ongoing Board Renewal
The Board should represent a mosaic of skills and experience that are relevant to our business. We seek individuals who will serve as a voice for owners, by crafting policies to create long-term value per share and ensuring that the partnership successfully carries out those policies.
We have undertaken significant Board renewal over the past five years, which has increased the independence of the Board from just over 50% in 2013 to 87% today (assuming all nominees are elected). It has also strengthened the diversity of the experience and skills represented on the Board. Ten of our 15 nominated directors are new to the Board since April 2014. In all cases, our recent nominees bring with them specific and relevant experience to our business.
In furtherance of our commitment to ongoing Board renewal, our Corporate Governance & Nominating Committee has retained an independent advisor who has been tasked with identifying additional director nominees with a specific mandate to propose diverse candidates, particularly women.
This year, Patricia A. Hatter and María Ignacia Benítez have been nominated for election at the Meeting. Ms. Hatter and Ms. Benítez were identified after a rigorous search and selection process overseen by our Corporate Governance & Nominating Committee, which retained an independent search firm to identify diverse candidates for our Board, with particular expertise in digital technology and innovation and government affairs and environmental matters.
Ms. Hatter is a seasoned executive, with 22 years of leadership experience at Fortune 500 companies in the technology industry, as well as other sectors. She was most recently Senior Vice President and General Manager of Services for Intel/McAfee, where she was responsible for scaling the business to tackle complex cybersecurity challenges facing McAfee’s enterprise customers. Prior to that, Ms. Hatter served as the General Manager of Security and Software IT and Chief Information Officer at Intel Security Group and as Senior Vice President of Operations and Chief Information Officer at McAfee, Inc. Ms. Hatter is an award-winning technology leader, sought-after speaker, and member of the US Department of Commerce’s Information Security and Privacy Advisory Board. As a director of Barrick, Ms. Hatter will apply her skills and expertise to help guide the Company’s digital transformation, and the implementation of new technologies.
Ms. Benítez is a chemical engineer. She has extensive public and private sector experience, including as Minister of the Environment of Chile between 2010 and 2014. Ms. Benítez has developed a deep understanding of the environmental issues that arise in the mining industry and, through her governmental experience, she brings with her an intimate understanding of the Chilean political, legal, and regulatory system. Ms. Benítez will be the Company’s first director with primary expertise in environmental management, and will provide invaluable knowledge from a region where Barrick has significant long-term interests, including the Pascua-Lama and Alturas projects, as well as the Norte Abierto joint venture. Her election will complement the 2017 appointment of our first director from Argentina, further enhancing the Company’s oversight and risk management capabilities in the region.
Since 2014, the Board has enhanced its technical and operating expertise by adding four directors with deep mining experience. Most recently, Pablo Marcet joined the Board in December 2016. Mr. Marcet is a seasoned mining professional with nearly 30 years of experience in the exploration, development, and operation of mines across Latin America and in East Africa. During his extensive career, Mr. Marcet has held senior management positions in geology, mining operations, and business development, including 15 years at BHP. Three of our other recent nominees also have deep mining experience. Graham G. Clow, a seasoned mine builder and operator with more than 40 years of experience across all technical aspects of the business, from exploration to mine closure, joined the Board in 2016. Mr. Clow’s experience is complemented by Ernie L. Thrasher, who joined the Board in 2014, and whose career in mining spans five decades. Mr. Thrasher began as a heavy equipment operator at a family-owned mining company in 1971 and went on to become the founder and CEO of a leading coal products supplier. Kelvin P.M. Dushnisky, President of Barrick, who joined the Board in 2016, has 30 years of international mining industry experience. Taken together, these four director nominees have nearly 150 years of experience in the mining industry.
Rounding out the skill set of our recent nominees, Nancy H.O. Lockhart brings strong leadership and expertise on environmental and social governance, Brian L. Greenspun is our first ever director from Nevada, a state that accounted for more than 45% of our gold production in 2017 and which will be critical to our future success, J. Michael Evans is among the world’s foremost experts on risk management, equity capital markets, and international finance, and J. Robert S. Prichard recently received the Fellowship Award from Canada’s Institute of Corporate Directors, one of the country’s highest honors for directors, recognizing excellence and leadership in the boardroom.
Director Search Process
We identify director candidates through a rigorous search and selection process overseen by our Corporate Governance & Nominating Committee and carried out in accordance with Barrick’s Diversity Policy. As required, Barrick retains an external search firm to identify potential candidates.
In 2017, the Corporate Governance & Nominating 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 and María Ignacia Benítez for election to the Board at the upcoming Meeting. See Ongoing Board Renewal.
Board Orientation and Continuing Education
New members of the Board are provided with information about their roles, responsibilities, and duties as Board members, as well as information about the Company, its business, and the factors that affect its performance. They receive orientation packages that contain information concerning key legal requirements, the Company’s by-laws, the duties and responsibilities of directors, the mandates of the Board and its committees, the Company’s key policies, including our Code, and copies of our public disclosure documents.
In addition to meeting with the Executive Chairman, the President, and the other members of senior management to discuss the nature and operation of our business, new directors participate in targeted orientation sessions, carried out over several hours, which address multiple topics that are critical to understanding our business, including:
- Finance: The role of the Chief Financial Officer; the finance group’s key responsibilities; financial reporting processes; commercial planning and optimization; the role of the treasury group; the corporate tax function; information management and technology; risk management and assurance; and investor engagement.
- Investment Management: A review of our capital allocation and project evaluation processes, and our approach to investment analysis.
- Operations Overview: The role of Barrick’s BPR process; Barrick’s values; operational targets; Best-in-Class and digitization; health and safety; environment; and major project overview.
- License to Operate: Public perception of the industry; overview of government regulation; expectations of various constituencies (communities, investors, governments, and non-governmental organizations); industry considerations; evolution of corporate social responsibility at Barrick; and sustainability principles.
- Risk Management and Assurance: Role of risk management and assurance; financial governance; the internal audit function; and operational management assurance.
- Exploration and Growth: Barrick’s exploration profile and outlook; global summary of exploration projects and initiatives; Barrick’s exploration system; project selection processes; geochemistry; geophysics; drilling; modelling; and case study review.
- Talent Management and Human Resources: Overview of Barrick’s approach to executive compensation; compensation philosophy; shareholder engagement; partner and non-partner compensation; and Barrick’s global employee share plan.
- Law Department Overview: The role played by the in-house corporate legal department in supporting Barrick’s business functions and global operations; legal risk management; litigation management; ethics and compliance; reporting obligations; key corporate policy review; and directors’ duties and responsibilities.
- Audit Approach: Introduction of the external auditing team, the approach to auditing and the interaction between the independent auditor and Barrick.
On an ongoing basis, directors:
- receive a comprehensive package of information prior to each Board and committee meeting;
- receive reports on the work of committees of the Board following committee meetings;
- participate in information sessions at Board and committee meetings on specific aspects of our business operations such as key development projects, financial risk management programs, corporate development and exploration strategies and activities, and corporate social responsibility activities;
- have full access to our senior management and employees;
- receive updates as appropriate between Board meetings on matters that affect our business and operations;
- participate in continuing education sessions that are incorporated into every regularly scheduled Board meeting and certain meetings of committees of the Board to the greatest extent practicable; and
- are encouraged to participate in other available educational opportunities, at the Company’s expense, that would further their understanding of our business and enhance their performance on the Board.
Board Educational Sessions Held in 2017
The directors’ attendance at five educational sessions presented by management in 2017 is set out below.
Annual Performance Assessments
The Board, its committees, and individual directors participate in an annual assessment process. For 2017, the Lead Director and the Chairman of the Corporate Governance & Nominating Committee jointly interviewed the directors to obtain feedback on priorities for 2018, the operation of the Board and its committees, and opportunities to enhance their effectiveness. The interviews included director peer reviews and specific questions relating to the effectiveness of the Executive Chairman, the Lead Director, and the Committee Chairs. The results of the assessment process were reviewed with the Board. The Lead Director and the Chairman of the Corporate Governance & Nominating Committee provided individual feedback to directors based on the peer reviews.