Board

We strive to be the world’s most valued gold and copper mining business by finding, developing, and owning the best assets, with the best people, to deliver sustainable returns for our owners and partners. Putting this into practice requires us to be accountable to all of our stakeholders and to be thoughtful about the impact of our practices, policies, and investments. Strong corporate governance practices are therefore fundamental to all aspects of our operations — ensuring we perform with integrity, respect, and excellence in all that we do.

The following sections provide an overview of how we have continued to build the right Board with experience and expertise that complements our strategy and how we approach corporate governance and risk oversight. Schedule A of this Circular contains additional disclosure of our other corporate governance practices in accordance with the applicable rules and standards of the Canadian Securities Administrators, the Toronto Stock Exchange (TSX), and the New York Stock Exchange (NYSE). We are committed to our governance practices being state-of-the-art and generally abide by the rules of the NYSE Standards, even though most of them do not directly apply to Barrick as a Canadian company. Our key corporate governance practices are listed below.

Continued focus on board renewal and refreshment

Barrick is committed to continuous board refreshment with a focus on enhancing the Board with exceptional mining industry experience and proven business acumen.

• In 2024, the Board prioritized enhancing its global expertise and representation through renewal and diversity. The ESG & Nominating Committee conducted a thorough director selection process, evaluating composition, identifying skill gaps, and ensuring alignment with strategic priorities. As a result of this rigorous process, the Board is pleased to nominate Messrs. Ben van Beurden and Pekka Vauramo for election at the Meeting. Mr. van Beurden’s extensive international experience in the extractive industry and Mr. Vauramo’s significant mining engineering experience will further enhance the Board’s operational expertise, as well as its exceptional financial and business acumen, as the Company undertakes the development of significant growth projects and executes its strategic plan to increase gold equivalent production by 30% by the end of the decade under the oversight of a forward-thinking Board with the leadership to adapt to evolving business challenges and opportunities. Our ten director nominees comprise an experienced and diverse Board with a mosaic of skills to support our strategy and a diversity of backgrounds, experiences, and viewpoints to effectively represent our stakeholders globally.
• Consistent with our commitment to Board diversity, we continue to exceed our Diversity Policy’s target for women to represent at least 30% of directors. If all director nominees are elected at the Meeting, women will represent 40% of our directors and 50% of our independent directors. In addition, if all director nominees are elected at the Meeting, 40% of our directors will self-identify as racially and/or ethnically diverse.
• In 2024, we appointed new committee chairs for all of our standing committees, being the Audit & Risk Committee (Ms. Loreto Silva), Compensation Committee (Ms. Isela Costantini), and the ESG & Nominating Committee (Mr. Brian Greenspun).
• As reported last year, on February 13, 2024, Mr. John L. Thornton transitioned from the Executive Chairman role to Chairman and continues to lead the Board and facilitate its operation, deliberations, and satisfaction of its functions and responsibilities under its Mandate. As a former executive, Mr. Thornton is deemed to not be independent for purposes of applicable securities laws and stock exchange rules until the third anniversary of the transition. As a result, Mr. J. Brett Harvey, an independent director, remains in the role of Lead Director and continues to facilitate the functioning of the Board independently of management, acting as the independent leadership contact for directors and shareholders.

 
Board and Senior Leadership Structure

John L. Thornton serves as Chairman of Barrick, providing leadership at the Board level and serving as the custodian of the Company’s strategy. Mark Bristow is President and Chief Executive Officer, overseeing the day-to-day operations of the business. Graham Shuttleworth is Senior Executive Vice-President, Chief Financial Officer and Kevin Thomson serves as Senior Executive Vice-President, Strategic Matters.

The respective duties, responsibilities, and relationships among the Board, the Chairman, and the President and Chief Executive Officer are described in greater detail below.

Board of Directors

In carrying out its oversight function, our Board of Directors, as the voice of all owners, reviews with management and sets the Company’s priorities in keeping with our purpose and values. See “Board Mandate and Responsibilities” in Schedule A of this Circular.

Chairman

The Chairman is appointed by the Board. His primary functions include providing leadership and direction to the Board, and facilitating the functions and responsibilities of the Board according to its mandate. In connection with the transition of Mr. Thornton to the role of Chairman in February 2024, an updated position description of the Chairman was approved by the Board pursuant to which, in addition to the responsibilities applicable to all other directors, the Chairman’s responsibilities include, among other things, providing leadership to the Board in overseeing the Company’s strategy and supervising management’s progress against the Company’s strategic goals, ensuring that the interests of various stakeholders are considered by the Board; receiving concerns addressed to the Board from key stakeholders about the Company’s governance, strategy, corporate conduct, business integrity, sustainability and executive compensation programs, and consulting with the President and Chief Executive Officer and other directors, where appropriate, to determine appropriate responses; and taking all reasonable steps to ensure that Board decisions are implemented. See “Our Governance and Leadership Structure – Chairman” in Schedule A of this Circular.

President and Chief Executive Officer

The President and Chief Executive Officer is appointed by the Board and reports to the Chairman and the Board. The President and Chief Executive Officer has overall responsibility, subject to the oversight of the Chairman and the Board, for managing the Company’s business on a day-to-day basis and monitoring operational performance, general supervision of the business of the Company and the execution of the Company’s operating plans and, working with the Chairman, execution of the Company’s strategic priorities. The President and Chief Executive Officer is responsible for managing the Company’s internal control framework and reporting to the ESG & Nominating Committee on Barrick’s progress towards its corporate responsibility objectives. Among other things, the President and Chief Executive Officer is also responsible for overseeing our decentralized management ethos with a strong ownership culture, and maintaining a streamlined management and operational structure to eliminate non-essential costs. See “Our Governance and Leadership Structure – President and Chief Executive Officer” in Schedule A of this Circular.

Regionally-Focused Leadership Teams

Under the oversight of the President and Chief Executive Officer, Barrick has implemented a flat management structure with a strong ownership culture through the establishment of regionally-focused leadership teams in each of the geographies where Barrick operates (i.e., North America, Latin America and Asia Pacific, and Africa and the Middle East). By delegating authority to the executives and teams that are directly responsible for overseeing these regions, while streamlining management and operations to eliminate non-essential costs, Barrick expects to be better positioned to deliver long-term value to its shareholders.

In addition, Barrick has established leadership teams whose responsibility is to focus on: (i) finance, risk management, business assurance and information technology; (ii) strategic matters; (iii) exploration and geology; (iv) mineral resource management; (v) metallurgy, engineering, and capital projects; (vi) health, safety and environment, and sustainability; (vii) legal; (viii) human resources; (ix) corporate communications; (x) commercial and supply chain; and (xi) mining. Each of these teams, together with the regional operating teams, reports directly to the President and Chief Executive Officer whose objective is to ensure the seamless operation of the entire organization with a view to driving value creation.

 
Our Approach to Corporate Governance

• Non-Executive Chairman: On February 13, 2024, following a thorough review of our Board leadership structure, our Executive Chairman transitioned to the Chairman role.
• Board Independence: We adopted a minimum independence standard of two-thirds for our Board. As of March 27, 2025, 80% of our director nominees have been determined to be independent.     
• Committee Independence: All of our Board committees are comprised entirely of independent directors.
• Independent Sessions: Our Corporate Governance Guidelines mandate that an in camera session follows every Board meeting (including special meetings) at which the independent directors meet without the non-independent directors and without any other officers or employees present.
• Enhanced Board Interlocks Policy: Our guidelines limit the number of board interlocks that can exist at any time to no more than two and prohibit any senior executive of Barrick from serving on the board of directors of another public company if any senior executive of such other company serves on the Board of Barrick. A board interlock occurs when two or more of Barrick’s directors also serve together as directors of another public company. As of March 27, 2025, there are no board interlocks on the Board.      

• Board Assessment: The Board, its committees, and individual directors participate in an annual assessment process in which the Lead Director and the Chair of the ESG & Nominating Committee jointly interview each of the directors. The interview process includes director peer reviews and specific questions relating to the effectiveness of the Chairman, the Lead Director, and the committee chairs. The results of the assessment process are reviewed with the entire Board, and the Lead Director and Chair of the ESG & Nominating Committee meet with the individual directors to share feedback from the peer reviews.
• Continuing Education for Directors: We continue to enhance the ongoing education of our directors. Continuing education sessions are incorporated into all regularly scheduled Board meetings, and new directors participate in a robust director orientation program. For further details on the education and orientation programs for 2024, see “Board Orientation and Continuing Education” in Schedule A of this Circular.

• Shareholder Engagement Policy: The Board has adopted a formal Shareholder Engagement Policy. The Shareholder Engagement Policy is designed to facilitate an open dialogue and exchange of ideas between our Board and our shareholders. We encourage our shareholders to review the policy and to reach out to our directors to discuss matters of significance. The Shareholder Engagement Policy is available on our website at www.barrick.com/about/governance.
• Majority Voting Policy: Any nominee proposed for election as a director who receives a greater number of votes withheld than votes in favor of his or her election, in an uncontested election, must promptly tender his or her resignation to the Chairman, or in the case of the Chairman, to the Lead Director. The resignation will be accepted absent exceptional circumstances.
• Governance-Focused Shareholder Engagement: The Lead Director and the Chair of the Compensation Committee periodically meet with significant shareholders and proxy advisors to provide an update on a variety of governance-related topics and to solicit feedback. These governance engagements are in addition to the regular discussions that our executive leadership and Investor Relations teams have with Barrick’s institutional and retail shareholders, which often include discussion on governance, sustainability, and related matters. Throughout 2024, significant shareholders representing approximately 34% of the issued and outstanding Barrick Shares (as of December 31, 2024) were invited to discuss our performance, sustainability strategy, environmental goals, human capital strategy, and key governance priorities, including Board composition, diversity, and renewal, as well as changes to our executive compensation framework (specifically performance measures) that consider prior shareholder feedback and strengthen overall alignment with our differentiated strategy.
• Sustainability-Focused Shareholder Engagement: Throughout 2024, the Group Sustainability Executive met with significant shareholders, investor-stewardship initiatives, and ESG ratings firms to discuss Barrick’s sustainability vision, policies, approach, and site-level performance, including Board and management oversight of sustainability matters, with tailored agendas to facilitate deeper engagement on those organizations’ respective priorities.
• Annual Sustainability Update: On August 2, 2024, Barrick hosted a virtual presentation to investors, leading ESG ratings firms and key analysts on the Company’s sustainability strategy and performance, as well as our targets for the future, including a question and answer session for all participants. A recording of this event can be found on our website at www.barrick.com. The President and Chief Executive Officer, Group Sustainability Executive, and senior members of the sustainability management team provided an overview of the economic benefits created at our operations for all stakeholders, the protection of health and safety at our mines and host communities, our approach to human rights due diligence, and our strategies to minimize the environmental impact of our operations.
• Growth Webinar: On September 11, 2024, Barrick hosted a “Lumwana Super Pit Expansion Update” webinar which was attended by significant shareholders and key analysts. The President and Chief Executive Officer and other senior members of management highlighted details of Barrick’s planned expansion of the Lumwana Copper Mine in Zambia as part of its copper growth strategy and its development project pipeline.
• Investor Day: On November 22, 2024, Barrick hosted an in-person and virtual Investor Day which was attended by significant shareholders and key analysts in New York and webcast live from the New York Stock Exchange. The President and Chief Executive Officer and other senior members of management highlighted Barrick’s long-term vision for generating shareholder value and provided an overview of Barrick’s regional operations; sustainability strategy; approach to exploration and mineral resource management across the Company; financial, supply chain, and information technology strategy; and Barrick’s growth projects.
• Quarterly Results Presentations: During 2024, the President and Chief Executive Officer hosted four presentations to discuss Barrick’s quarterly financial, operational, and exploration results, as well as updates on our strategy and organizational structure. The first three presentations were held in-person in Toronto, Canada and via a live video stream which allowed participants to ask questions and participate in “real time”. The fourth presentation was held in-person in London, England and also via live video stream.

• Diversity Policy: Since it was adopted in 2015, our Diversity Policy has continuously evolved with best practices to support our ongoing commitment to Board renewal and refreshment. Our slate of ten director nominees for election at the Meeting was carefully constructed to ensure that our director nominees are comprised of individuals from the various jurisdictions in which we operate with the appropriate mix of mining and business acumen, other skills, and backgrounds that reflect the diversity of our stakeholders. As a result, Barrick has put forward a slate of nominees of which 40% are women (50% of independent directors) and 40% self-identify as racially and/or ethnically diverse. Each director nominee contributes to the Board’s overall diversity by providing, among other characteristics, a diversity of thought, perspective, personal and professional experience, and cultural background.
• Robust Clawback and Recovery Policies: Our Clawback Policy subjects incentive compensation paid or granted to the NEOs, other Partners, and other select senior employees to clawback in cases of a material financial misstatement or a determination by the Board that wrongful conduct has occurred, in each case, that resulted in a participant receiving a higher amount of incentive compensation than would have been received absent the material misstatement or wrongful conduct, as applicable. In addition, our Executive Officer Recovery Policy, which was adopted in November 2023, complies with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act and the applicable NYSE listing standards and requires, among other things, Barrick to promptly recover any specified incentive compensation received by any current or former executive officer in the event of an accounting restatement required due to material noncompliance by the Company with any financial reporting requirements under securities laws applicable to the Company in connection with its listing on the NYSE. See “2024 Compensation of Named Executive Officers – Managing Compensation Risks – Clawback Policy and Executive Officer Recovery Policy”.
• Share Ownership Policies for Non-Executive Directors and Executives: Barrick maintains minimum share ownership requirements for its directors, executives, and other officers. Our Chairman and non-executive directors are required to hold at least three times the value of their annual retainer in Barrick Shares and/or Deferred Share Units (DSUs) within five years of joining the Board. Our President and Chief Executive Officer is required to hold 10 times his salary in Barrick Shares, Restricted Share Units (RSUs), and Performance Granted Share Units (PGSUs) within five years from the date of his appointment. Our NEOs are required to hold five times their salary in Barrick Shares, RSUs, and PGSUs within five years from the date they become a Partner. To further underscore our commitment to maintaining market-leading share ownership requirements, Partners are required to retain at least 50% of their share ownership requirement in actual Barrick Shares. As at December 31, 2024, non-executive directors held Barrick Shares and DSUs with a value of nearly $13 million. As at December 31, 2024, our Chairman held Barrick Shares with a value of over $42 million, our President and Chief Executive Officer held Barrick Shares, and PGSUs with a value of over $109 million and the remaining NEOs held Barrick Shares, PGSUs, and RSUs, as applicable, with a value of over $33 million. See “Report on Director Compensation and Equity Ownership – Director Share Ownership Requirements” and “2024 Compensation of Named Executive Officers – Managing Compensation Risks – NEO Share Ownership Requirements”.
• Anti-Hedging Policy: Barrick has a formal Anti-Hedging Policy prohibiting all officers and directors from hedging the economic exposure of their ownership of Barrick Shares and equity-based LTI compensation.
• Innovative Approach to Disclosure: Since 2018, Barrick has issued an online digital information circular (Digital Circular) that modernizes the way that proxy materials are presented to shareholders and makes proxy-related information more accessible and interactive. Barrick’s 2025 Digital Circular will be available on our website at www.barrick2025circular.com starting in April 2025.
• Enhanced Shareholder Communication: In addition to our Shareholder Engagement Policy and a specialized Investor Relations email address, Barrick has a designated Investor Relations hotline that provides shareholders with improved access to the Company and facilitates shareholder engagement. Shareholders may communicate their views to management through the Company’s Investor Relations Department at:

Shareholder engagement program remains a top priority

Barrick’s business is about partnerships — with our people, governments, communities, suppliers, other stakeholders, and of course, our shareholders. This core tenet means balancing our own interests and priorities with those of our stakeholders, helping both Barrick and our partners by working together. It also means embracing a shared sense of responsibility to work constructively on matters of mutual interest and concern.

We believe that regular, transparent communication is essential to Barrick’s long-term success, including with our shareholders. We have a longstanding practice of regularly engaging with our shareholders on all aspects of our business. Through our ongoing and systematic shareholder dialogue, as described below, we seek to ensure that our approach to corporate governance is a dynamic framework that can accommodate the evolving demands of a changing business environment and remain responsive to the priorities of our business. The diagram below refers to Barrick’s general approach to governance-focused shareholder engagement.

We value the ongoing feedback that we receive from our shareholders. The Board considered the shareholder feedback reflected in our 2024 advisory Say on Pay vote of 72.4% and approved certain changes informed by this feedback, as outlined below. Furthermore, throughout 2024, significant shareholders representing approximately 34% of the issued and outstanding Barrick Shares (as of December 31, 2024) were invited to discuss our performance, sustainability strategy, environmental goals, human capital strategy, and key governance priorities, including Board composition, diversity, and renewal, as well as changes to our executive compensation framework (specifically performance measures) that considered prior shareholder feedback and strengthened overall alignment with our differentiated strategy. These governance engagements are in addition to the regular discussions that our executive leadership and Investor Relations teams have with Barrick’s institutional and retail shareholders, which often include governance, sustainability, and related matters as well.

In the course of our sustainability-focused engagement with shareholders and other stakeholders, we have, as appropriate, also taken concrete steps to correct the record regarding the water impacts of certain of our sites raised by a shareholder proposal considered at the 2024 annual meeting. The shareholder proposal sought to direct the Board to commission a third party audit to assess the water impacts at each of our operations. Although 75% of the Barrick Shares that voted on the proposal declined to support the proposal, the allegations it raised were premised on assertions that were either outdated, incorrect, or both.

All of Barrick’s operations and any proposed project must undergo an Environmental and Social Impact Assessment (ESIA) that not only meets in-country environmental permitting requirements and complies with all applicable legal requirements, but also satisfies international best practices, such as the International Finance Corporation Performance Standards. These ESIAs are undertaken by a team of multi-disciplinary independent specialists, who are experts in their respective fields.

The ESIAs include an Environmental and Social Management Plan (ESMP), which includes mitigation and management requirements, and detailed monitoring programs established by the independent specialists that are put forward to the respective authorities for consideration during the permitting and decision-making process. The ESIA process also includes extensive stakeholder engagement and consultation, including baseline assessments, sharing of potential impacts, and inputs into the ESMP.

The specific audit requirements associated with each ESMP are determined in accordance with each of our host country’s respective legislation but generally include independent specialist oversight, regulatory body assessments, and consistent and frequent submission of monitoring data. Barrick’s water quality testing is undertaken by third-party and independent laboratories. We monitor and measure any withdrawal and discharge through a variety of methods, including a combination of flow meters and the use of infrastructure design specifications. Water balances at each mine differentiate water source quality withdrawals (high quality or low quality) from each of the following sources: precipitation, surface water, groundwater, seawater, waste water, and third-party water. To increase the specificity of our data, catchment-specific parameters are included.

Barrick welcomes responsible and constructive engagement with all of its shareholders and other stakeholders. Following the 2024 annual meeting, Barrick continued to engage with the proponents of the proposal and held a conference call with their representatives to discuss their professed concerns. During this call, Barrick extended an invitation for the proponents to visit mine sites they claim are operating irresponsibly, and provide them with the opportunity to see first-hand the actual facts on the ground, observe the significant initiatives that have been implemented at site level to improve the lives and livelihoods of members of surrounding communities, gain a contextual understanding of the operating environment at these sites, and meet with key stakeholders in the areas of operation. We are confident that these site visits would allay the concerns raised by the proponents of the proposal and allow them to retract the unsubstantiated allegations that they have made. The proponents and their representatives have yet to accept this invitation.

For additional information, shareholders are encouraged to read the Board’s full response to the shareholder proposal in the 2024 Information Circular.

Risk Oversight

The Board believes that an enterprise-wide approach to risk management allows the Company to assess and mitigate risks most efficiently and effectively. The Board and its committees are responsible for overseeing the Company’s enterprise risk and internal control frameworks, risk management and major financial risks and financial reporting exposures, the alignment of Barrick’s executive compensation programs with strategic priorities and its human capital strategy, and the development of risk management programs relating to Barrick’s environmental, climate, health and safety, corporate social responsibility, security, and human rights exposures. The Audit & Risk Committee assists the Board in, among other things, overseeing the Company’s management of enterprise risks, including financial, operational, health and safety, geopolitical, climate, tax, and cybersecurity risks, including risks and opportunities relating to artificial intelligence as well as the implementation of policies and standards for monitoring and mitigating such risks.

The Board expects management to:

• maintain a framework that ensures we identify, manage, and mitigate risk effectively and in a manner that creates the greatest value;
• integrate procedures for identifying, managing, and mitigating risk into all of our important decision-making processes so that we reduce the effect of uncertainty on achieving our objectives;
• ensure that the key controls we rely on to achieve the Company’s objectives are actively monitored so that they remain effective; and
• provide assurance to the executives and relevant committees of the Board on the effectiveness of key control activities.

Management holds a Weekly Executive Review, which is the main forum to raise and discuss risks facing the operations and organization more broadly. The Weekly Executive Review is held among the President and Chief Executive Officer and other key executives, including the Senior Executive Vice-President, Strategic Matters; Senior Executive Vice-President, Chief Financial Officer; our regional Chief Operating Officers; General Counsel; and senior management.

The diagram below summarizes our enterprise-wide approach to risk oversight and the allocation of risk oversight responsibilities. For a more detailed description of our risk oversight processes, see “Risk Oversight” in Schedule A of this Circular.

Our Approach to Sustainability Governance and Managing Climate Risks

Sustainability is driven at an operational level, and the Company’s sustainability strategy is implemented by blending top-down accountability with bottom-up responsibility. This means that the day-to-day ownership of sustainability risks and opportunities lays at the individual sites, where the business is. Each site plays a role in identifying risks and opportunities, metrics, and targets that measure real progress and deliver real impacts both for the business and for our stakeholders, including the countries in which we operate and our host communities. Site-level ownership is supported by regional sustainability leads, regional chief operating officers, and the Group Sustainability Executive, who provides oversight and direction over this site-level ownership to ensure alignment with Barrick’s policies and the strategic priorities of the overall business.

The E&S Committee is our most senior management-level body dedicated to sustainability. The E&S Committee helps to connect site-level ownership of sustainability to management, and in turn to our Board, which has ultimate responsibility for sustainability. The committee is chaired by our President and Chief Executive Officer, and members include:

• Chief Operating Officers for each region;
• Group Sustainability Executive;
• General Managers for each mine;
• Regional and site health, safety, environment and closure leads;
• In-house legal counsel; and
• An independent third-party sustainability consultant in an advisory role.

The E&S Committee meets on a quarterly basis to review sustainability performance and key performance indicators across our operations. It provides a forum to freely exchange information and learn from past sustainability successes and challenges experienced across each region. The E&S Committee meetings also include a comprehensive sustainability-focused site visit completed by the independent consultant at one of Barrick’s Tier One Gold Assets each quarter to track environmental, community, human rights, safety, climate and social license to operate progress. The President and Chief Executive Officer reviews the reports of the E&S Committee at each quarterly meeting of the Board’s ESG & Nominating Committee, which is comprised entirely of independent directors. This governance model ensures executive and Board knowledge and oversight of all sustainability concerns, opportunities, and risks, and facilitates our ability to drive continual improvements.

Sustainability is embedded in our Board governance structure. The Board has ultimate responsibility for sustainability, including matters such as human rights, biodiversity, and climate. The Audit & Risk Committee assists the Board in overseeing the Company’s management of enterprise risks, as well as the implementation of policies and standards for monitoring and mitigating such risks. For example, climate change is built into our formal risk management process, outputs of which are regularly reviewed by the Audit & Risk Committee, and this applies to all sustainability aspects, from biodiversity to human rights. The ESG & Nominating Committee is responsible for overseeing Barrick’s policies, programs, and performance relating to the environment and human rights, including potential and actual impacts, and for setting targets, and reviewing our progress against such targets (including our GHG emission targets), which are built into Barrick’s formal risk management process. The Compensation Committee assists the Board in ensuring that executive compensation is appropriately linked to our sustainability performance.

We believe that our company-wide focus on sustainability is one of our core competitive advantages in the global competition to be the partner of choice for host communities and to attract investment and human capital. Our company-wide focus on sustainability provides a strong foundation, and Barrick continues to build further resilience to withstand the external potential impacts on the business, from changing political circumstances to climate change and leverage potential opportunities as the global economy transitions to a low-carbon future. We also place importance on building resilience within our communities and host countries, and ensuring that these communities are not left behind. Sharing the benefits of our operations and developing our host communities are fundamental in achieving resilience to changing environments.

How to Contact Us

For more details on how to contact us, see our Shareholder Engagement Policy on our website at www.barrick.com/about/governance or “Communications and Shareholder Engagement” in Schedule A of this Circular.