Finance Committee Mandate

Purpose

1. The purpose of the Finance Committee (the “Committee”) of the Board of Directors (the “Board’) of Barrick Gold Corporation (the “Company”) shall be to assist the Board (the “Board”) in monitoring and reviewing the financial structure and investment and financial risk management programs of the Company generally and making recommendations to the Board of Directors as appropriate.

Committee Responsibilities

2. The Committee’s responsibilities shall include:

(a) reviewing the policies underlying the financial plan of the Company to ensure its adequacy and soundness in providing for the Company’s operational and capital plans;

(b) reviewing the Company’s debt and equity structure;

(c) reviewing and making recommendations concerning the establishment and maintenance of a dividend policy;

(d) reviewing proposed major financing activities;

(e) reviewing the method for financing proposed major acquisitions by the Company;

(f) unless previously authorized, authorizing the prepayment, redemption, acquisition or defeasance of any material issue of debt or equity;

(g) authorizing policies or procedures for entering into investments and reviewing investment strategies for the Company’s cash balances; and

(h) reviewing the Company’s financial risk management program, including any significant commodity, currency or interest rate hedging programs.

Responsibilities of the Committee Chair

3. The fundamental responsibility of the Committee Chair is to be responsible for the management and effective performance of the Committee and provide leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board. To that end, the Committee Chair’s responsibilities shall include:

(a) working with the Chairman of the Board, the Chief Executive Officer and the Secretary to establish the frequency of Committee meetings and the agendas for meetings;

(b) providing leadership to the Committee and presiding over Committee meetings;

(c) 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;

(d) reporting to the Board with respect to the significant activities of the Committee and any recommendations of the Committee;

(e) leading the Committee in annually reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling its mandate; and

(f) taking such other steps as are reasonably required to ensure that the Committee carries out its mandate.

Powers

4. The Committee shall have the authority to obtain advice and assistance from outside legal, accounting or other advisors in its sole discretion. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

Composition

5. The Committee shall be appointed by the Board of Directors annually and, shall be comprised of a minimum of three directors, at least one of whom shall be independent. If an appointment of the members of the Committee is not made as prescribed, the members shall continue as such until their successors are appointed.

Meetings

6. The time and place of the meetings of the Committee, the calling of meetings and the procedure in all things at such meetings shall be determined by the Committee unless otherwise determined by the by-laws of the Corporation or by resolution of the Board of Directors.