Board

Schedule A of this Circular contains a detailed description of our 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.

 
Board Composition and Refreshment

Barrick has nominated 10 directors for election at the Meeting who collectively represent the necessary mosaic of skills and experience that is relevant to our business and who serve as a voice of owners, by developing strategic priorities to create long-term value per share and ensuring that Barrick successfully executes these strategic priorities. Our Board includes international business leaders and mining industry professionals with expertise and experience working in all the jurisdictions in which Barrick operates and brings together diverse perspectives and cultures, exhibiting the skills, professional experience, and backgrounds necessary to best address the opportunities, challenges, and risks of our business.

The Board will continue to advance state-of-the-art governance practices, including a rigorous annual evaluation process, which encompasses peer reviews and an assessment of the effectiveness of the Chairman, the Lead Director, and our Board committee chairs.

In furtherance of our commitment to thoughtful Board renewal and diversity, we have appointed seven new directors to the Board since the closing of the Merger on January 1, 2019, including four women directors with diverse backgrounds – Ms. Loreto Silva, Ms. Anne N. Kabagambe, Ms. Helen Cai, and Ms. Isela A. Costantini in August 2019, November 2020, November 2021, and November 2022, respectively – following a rigorous search and selection process overseen by our ESG & Nominating Committee. If all of our director nominees are elected at the Meeting, independent directors will make up 80% of our Board and, in line with the target set forth in our Diversity Policy for women to represent at least 30% of directors by the end of 2022, women will make up 40% of our Board and 50% of independent directors. In addition, as a result of our commitment to identifying and putting forward the best candidates for nomination as directors, having regard to Barrick’s highly specialized business and the key business geographies in which we conduct our global operations, 40% of our director nominees self-identify as racially and/or ethnically diverse. For more details, see “Corporate Governance – Board Composition and Nomination of Directors” in Schedule A of this Circular, and for more details on our Diversity Policy, see “Diversity Initiatives” in Schedule A of this Circular.

 
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.

Because the Chairman is a former executive who is deemed to not be independent for purposes of applicable securities laws and stock exchange rules until the third anniversary of the transition, Barrick will continue to have a Lead Director for so long as the Chairman is not independent. Mr. Brett Harvey remains in the role of the Lead Director and will continue to facilitate the functioning of the Board independently of management, acting as the independent leadership contact for directors and shareholders, and maintaining and enhancing the quality of the Company’s corporate governance.

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 20, 2024, 82% of our directors 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 20, 2024, 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 2023, 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 advisers 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 similar matters as well. In early 2024, significant shareholders representing approximately 59% of the issued and outstanding Barrick Shares (as of March 20, 2024) were invited to discuss our performance, sustainability strategy, environmental goals, human capital strategy, changes to our executive compensation framework (specifically performance measures) that consider prior shareholder feedback and strengthens overall alignment with our differentiated strategy, as well as key governance priorities, including Board composition, diversity, and renewal.
• Sustainability-Focused Shareholder Engagement: Throughout 2023, the Group Sustainability Executive met with significant shareholders and leading ESG ratings firms to discuss Barrick’s sustainability vision, policies, approach, and site-level performance, including Board and management oversight of sustainability matters.
• Sustainability Day: On July 25, 2023, Barrick hosted a virtual presentation to significant 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 our aim for net zero GHG emissions by 2050. 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, and our strategies to minimize the environmental impact of our operations.
• Growth Webinar: On September 12, 2023, Barrick hosted a “Value Today, Growth Tomorrow” webinar which was attended by significant shareholders and key analysts. The President and Chief Executive Officer and other senior members of management highlighted Barrick’s long-term vision for generating shareholder value and sustainable profitability, including its 10-year gold and copper production profile, its copper growth strategy, and its development project pipeline.
• Quarterly Results Presentations: During 2023, 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 presentation was held via a live video stream which allowed participants to ask questions and participate in “real time”. The second and third presentations were held in-person in Toronto, Canada. The fourth presentation was held in-person in London, England.

• Diversity Policy: In February 2023, the ESG & Nominating Committee recommended the disclosure of the number and proportion of directors who self-identify as racially and/or ethnically diverse. This initiative builds upon previous amendments to the Diversity Policy, which included a target for women to represent at least 30% of directors by the end of 2022. We have met this target and, if all director nominees are elected at the Meeting, women will represent 40% of all Barrick’s directors and 50% of our independent directors. Our slate of 10 director nominees for election at the Meeting was carefully constructed to ensure that our director nominees represent key business geographies comprised of individuals whose backgrounds reflect the diversity of our stakeholders, which results in a slate of nominees of which 40% will 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, in November 2023, we adopted an Executive Officer Recovery Policy that complies with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act and the applicable NYSE listing standards which, among other things, requires 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 “2023 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 PGSUs within the later of five years from the date of his appointment and February 2025. Our NEOs are required to hold five times their salary in Barrick Shares, RSUs, and PGSUs within the later of five years from the date they become a Partner and February 2025. 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, 2023, non-executive directors held Barrick Shares and DSUs with a value of over $18 million. As at December 31, 2023, our Chairman held Barrick Shares with a value of over $49 million, our President and Chief Executive Officer held Barrick Shares, and PGSUs with a value of over $121 million and the remaining NEOs held Barrick Shares, PGSUs, and RSUs, as applicable, with a value of over $35 million. See “Report on Director Compensation and Equity Ownership – Director Share Ownership Requirements” and “2023 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 2024 Digital Circular will be available on our website at http://www.barrick2024circular.com/ starting in April 2024.
• 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:

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 therefore 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 of Directors on the effectiveness of key control activities.

Through our decentralized structure, we have continued to accelerate the pace at which information flows between leadership and our mines. This nimble structure enhances our risk management processes by promoting faster information sharing and greater transparency. We hold 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 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 the human capital strategy, and the development of risk management programs relating to Barrick’s environmental, 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, as well as the implementation of policies and standards for monitoring and mitigating such risks.

During 2023, we continued to provide the Audit & Risk Committee with concise and relevant risk information to facilitate its oversight of key risks facing the Company and how they are being managed, including new, emerging, and long-term risks that may have a material impact on the Company’s business model and long-term prospects. n-depth briefings were delivered on specific topics to provide a more detailed understanding of risks and management’s risk mitigation strategies, where appropriate. For example, during 2023, in-depth briefings were provided to the Audit & Risk Committee on a range of topics, including key operational and geopolitical risks and mitigation strategies across the Company’s portfolio, including regular updates on global inflationary pressures and Barrick’s strategies to mitigate the impact of higher energy costs and supply chain disruptions on our operations; political and economic uncertainty in Argentina related to local inflationary pressures and strict currency controls; security risks in certain of the locations where the Company does business, such as the DRC and Mali; the potential impacts of other infectious diseases, such as Ebola and Malaria; potential risks and opportunities related to the reconstitution and future development of the Reko Diq project; tailings facility management; Barrick’s tax strategy and key legacy and emerging tax risks across Barrick’s portfolio of assets; Barrick’s engagement with its host countries to secure our license to operate, including the implementation of the commencement agreement for the planned reopening of the Porgera mine in Papua New Guinea and the framework agreement with the Government of Tanzania resulting in the full and final settlement of all legacy tax disputes associated with Tanzanian assets acquired by Barrick from Acacia Mining plc in 2019; climate disclosures aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) as well as updates on new climate disclosure proposals issued by Canadian and U.S. securities regulators and the International Sustainability Standards Board.

In addition, the Audit & Risk Committee received an in-depth briefing in 2023 from the Vice-President, Group Information Technology on cybersecurity strategy, including with respect to ongoing improvements to Barrick’s cybersecurity capabilities and enhancements to end-user security as well as training initiatives and penetration testing. The Audit & Risk Committee also received updates on Barrick’s cybersecurity strategy and cyber-related risks from the Senior Vice-President, Business Assurance, Risk and Business Integrity at every meeting. The Audit & Risk Committee was also updated on Barrick’s financial plan, the performance dividend policy and Barrick’s share buyback program.

In August 2023, seven of the eight independent directors standing for election at the Meeting completed a site visit to the Pueblo Viejo Mine in the Dominican Republic to monitor operational progress and evaluate key issues and risks, including the expansion project and the proposed new tailings facility.

 
Our Sustainability Vision, Mission, and Guiding Principles

Our corporate vision sets out what sustainability means at Barrick and is rooted in the belief that to operate successfully, we must deliver long-term value to all of our stakeholders and manage our impacts on the wider environment. Focusing on sustainability has long been of critical importance to Barrick and is entrenched in our Company DNA. Our commitments to respecting human rights, protecting the health and safety of our people and local communities, sharing the benefits of our operations, and managing our impact on the environment are core business issues, and are embedded in our decision-making processes and every facet of our operations.

We also believe that fundamental sustainability concepts such as building climate resilience, responsibly managing water use, protecting biodiversity, and poverty eradication are inextricably linked and are best managed holistically. This holistic and integrated sustainability management, combined with the on-the-ground management of sustainability issues in our host communities and the environments in which we operate, was acknowledged by the International Investor Magazine recognizing Barrick as the Best ESG Mining Company in Africa in 2022. Although we do not execute our sustainability vision to receive accolades, awards such as this highlight our commitments to environmental stewardship in our host communities.

Sustainability is an essential part of our culture and is firmly embedded in the organization. Just as the management of our mineral resources and mining operations are central to our business, so too is the management of the sustainability of our business. 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 is in the hands of individual sites. 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 the strategic priorities of the overall business.

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. To underscore the important role of the Corporate Governance and Nominating Committee in overseeing our environmental, safety and health, social license to operate and human rights programs, policies and performance, we renamed the Corporate Governance & Nominating Committee as the “Environmental, Social, Governance & Nominating Committee” in February 2022. We believe that this change in the committee’s name better reflects the breadth of its responsibilities and highlights the important role that this committee plays in overseeing Barrick’s sustainability culture. The mandate of the ESG & Nominating Committee is available on our website at www.barrick.com/about/governance.

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 an environmental and social license to operate-focused site visit completed by the independent consultant at one of Barrick’s Tier One Gold Assets each quarter. 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. By bringing executive and Board level attention to key sustainability issues, we can identify concerns or opportunities at an early stage, manage risks, and drive continual improvements.

In addition to site-level ownership of sustainability opportunities and risks, sustainability is embedded in our Board governance structure. The Audit & Risk Committee assists the Board in overseeing the Company’s management of enterprise risks, including climate risk, as well as the implementation of policies and standards for monitoring and mitigating such risks. The Audit & Risk Committee also reviews the Company’s approach to climate change in the context of Barrick’s public disclosure. The ESG & Nominating Committee is responsible for overseeing Barrick’s policies, programs, and performance relating to the environment, including climate change, which is 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.

Our sustainability strategy is built on four interconnected pillars:

As described above, we implement our sustainability strategy by blending top-down accountability, with bottom-up responsibility. These pillars, as well as additional highlights of our approach to sustainability and our sustainability achievements, are described below.

Human Rights 

We are committed to respecting the human rights of all individuals impacted by our operations, including employees, contractors, and external stakeholders. Since 2010, our relationship with public and private security providers, local communities, and potential victims of human rights violations have been governed by the Voluntary Principles on Security and Human Rights.

We continued to develop and facilitate in person human rights workshops for managers and supervisors at each of our high-risk sites as part of our human rights program. In 2023, independent human rights assessments and workshops and training, including training in the Voluntary Principles, were conducted at North Mara and Bulyanhulu in Tanzanian, Jabal Sayid in Saudi Arabia, Loulo-Gounkoto in Mali and Kibali in the DRC. This follows the human rights assessments and training at Lumwana in Zambia, Tongon in Côte d’Ivoire, and Veladero in Argentina in 2022, and at North Mara and Bulyanhulu mines in Tanzania, Kibali in the Democratic Republic of the Congo, Loulo-Gounkoto in Mali, and Pueblo Viejo in the Dominican Republic in 2021.

In December 2021, coinciding with the United Nations International Human Rights Day, we published our first, post-Merger, Human Rights Report, which elaborates on the salient human rights risks applicable to our business.

Our partnership philosophy is no different when it comes to our Indigenous partners and we aim to build long-term capacity within our host Indigenous communities. Our commitment to recognizing the unique rights and cultural heritage of Indigenous Peoples is set out in our Human Rights Policy and is informed by the International Council on Mining and Metals (ICMM) position statement. We require all sites with potential impacts on Indigenous Peoples to develop and implement an Indigenous Peoples Plan that outlines specific actions to address potential operational impacts and to engage with and provide opportunities to Indigenous Peoples.

In 2019, prior to Barrick’s acquisition of the minority shareholding of Acacia and assumption of operational control of North Mara, the London Bullion Market Association (LBMA) commenced an Incident Review Process (IRP) against North Mara, following complaints made by the UK-based NGO, Rights and Accountability in Development. Due to the IRP, the refiner MMTC-PAMP appointed independent consultants, Synergy, to undertake an assessment of North Mara based on the LBMA’s Responsible Gold Guidance and the OECD Due Diligence Guidance. Synergy completed site assessments in 2019 and early 2022, as well as several desktop reviews during the process. During the fourth quarter of 2022, the LBMA confirmed that the IRP is now closed, citing Synergy’s findings that there has been “significant measurable progress” at North Mara since the original assessment in 2019, and the recommendation that MMTC-PAMP continues trading with North Mara. This concludes a multi-year process that provides independent and third party findings that measurable progress against identified risks at North Mara. The executive summary of this report is published by MMTC-PAMP.

Health and Safety

The safety, health, and well-being of our people, and providing the safest possible working environment is our highest priority. Our safety vision is “Every person going home safe and healthy every day.” Safety performance is integrated into weekly, monthly, and quarterly reporting. Safety performance is also discussed as a key part of weekly Executive Committee meetings, and regional operational meetings. As part of our efforts to continually improve our safety performance, we certified all our operating sites to ISO 45001, and continue our rollout of the Journey to Zero initiative. This initiative is focused on:

• Visible Felt Leadership and engagement with our workforce;
• Improving and standardizing our standards, notably those associated with our 10 Fatal Risks; and
• Ensuring accountability to our safety commitments and that our employees are fit for duty.

Our Journey to Zero initiative was reviewed and rebranded during 2023, and progress against this initiative is reviewed in an Executive-led Safety Committee on a quarterly basis. The Journey to Zero was rolled out in April 2023, following a number of fatal incidents in 2022 and Q1 2023. During 2023, a Global Head of Health and Safety role was established and filled that reports directly to the Sustainability Executive.

Despite our progress and rollout of the Journey to Zero initiative, five tragic workplace fatalities occurred during the course of 2023. Following thorough investigations of each of these incidents, action plans were implemented across the Group. Company-wide Safety Intervention and Shift Change Interventions were and continue to be implemented to reinforce Barrick’s safety procedures and communicate our core safety messages and expectations. Nothing is more important to us than the health, safety, and well-being of our people. Any fatality is therefore unacceptable and a strong reminder that we still have work to do to achieve our goal of a zero harm workplace. In terms of other safety key performance indicators, our LTIFR was 0.23 and our TRIFR was 1.14 for 2023, which represented an improvement of 21% and 12% year-on-year, respectively.

Community Development and Benefit Sharing

Our commitment to our host countries and communities is to empower them economically and through social development through a partnership model. This means that we pay our fair share of taxes, prioritize local hiring and buying, and invest in community-led development initiatives that build community resilience. Barrick’s overarching Sustainable Development Policy and Social Performance Policy set out the Company’s commitment to social and economic development, and is available on our website at www.barrick.com/sustainability/reports-and-policies.

Our ability to form and maintain partnerships is just as important to our success as our geological know-how, or engineering expertise. We believe that partnerships work best when they reflect realities and when they establish clear mutual interests and benefits. Accordingly, we have established Community Development Committees at all our operational mines. We maintain that each of our community partners best understands its own unique needs, and our community development model is based on development priorities as opposed to being solely linked to mine production. Each CDC is elected and made up of a mix of local leaders, representatives from local women’s and youth groups, and no more than one Barrick representative. During 2023, we contributed over $43 million to community development projects. We have also continued to strengthen our relationships with our Indigenous communities in Ontario, Nevada, and Chile.

Environmental Stewardship

Strong environmental management is a crucial building block of our business. Environmental issues with the greatest potential impact on the health and safety of local communities, such as how we use water, prevent incidents, and manage tailings, are at the top of our agenda.

Our environmental performance has continued with zero Class 1 Environmental Incidents in 2023. All operational sites continue to be ISO 14001 accredited, and we achieved the group rehabilitation/reclamation targets.

Managing Climate Risks

The Board has ultimate responsibility for sustainability, including climate-related matters. The ESG & Nominating Committee is responsible for overseeing Barrick’s policies, programs, and performance relating to the environment, including climate change and performance against our climate targets and related water impacts. 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. Climate change is built into our formal risk management process, outputs of which are regularly reviewed by the Audit & Risk Committee. The Compensation Committee assists the Board in ensuring that executive compensation is appropriately linked to our sustainability performance, including with respect to climate change and related water impacts.

Barrick considers climate change, including shifts in temperature, precipitation, and more frequent severe weather events, to be a company, community, and global concern. We continue to incorporate scenario analysis into our risk management and align our climate-related disclosures with the TCFD.

Barrick’s GHG emissions reduction target is a minimum 30% reduction by 2030 relative to our 2018 baseline, while maintaining a steady production profile, with the ultimate ambition to achieve net zero GHG emissions by 2050. Our GHG emissions reduction target is grounded in climate science and has a detailed pathway for achievement that we demonstrated in our 2021 Sustainability Report.

Our GHG emissions reduction target is not static and will be reviewed by the Board and updated as we continue to identify and drive new GHG emissions reduction opportunities.

Ultimately, our vision is net zero GHG emissions by 2050, achieved primarily through GHG reductions, with some offsets for hard-to-abate emissions. Site-level plans to improve energy efficiency, integrate clean and renewable energy sources, and reduce GHG emissions will also be strengthened, and we plan to supplement our corporate emissions reduction target with context-based site-specific emissions reduction targets.

Barrick has set Scope 3 (indirect emissions in our value chain) emissions targets to advance its responsible energy transitioning program in line with its integrated and holistic approach to sustainability management. These targets are both quantitative and qualitative and are focused on high emission areas in our value chain, notably goods and services, fuel and energy and downstream copper processing. For more information, please visit www.barrick.com/English/sustainability/environment/climate.

Our company-wide focus on sustainability provides a strong foundation, and Barrick continues to build further resilience to withstand the potential impacts of climate change and leverage potential opportunities as the global economy transitions to a low-carbon future. We also place importance on building climate 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 climate resilience.

Responsible Use of Water

Water is a vital and increasingly scarce global resource. Managing and using water responsibly is a critical part of our sustainability strategy as steady, reliable access to water is essential to the effective operation of our mines. Access to water is also a fundamental human right. Understanding water stress in the regions in which we operate and associated climate risks enabled us to better understand these risks and manage our water resources through site-specific water balances, aimed at minimizing our water withdrawal and maximizing water reuse and recycling within our operations. Barrick’s Environmental Policy and Water Policy commit the Company to minimize its use of water, control and manage its impacts on water quality, and engage with stakeholders, including local communities, to maintain sustainable management of water resources for the benefit of all users.

Biodiversity Management

Biodiversity underpins many of the ecosystem services on which our mines and their surrounding communities depend. If not properly managed, mining and exploration activities have the potential to negatively affect biodiversity and ecosystem services. We work to proactively manage our impact on biodiversity and strive to protect the ecosystems in which we operate. Wherever possible, we aim to achieve a net neutral biodiversity impact, particularly for ecologically sensitive environments. A Biodiversity Action Plan is in place for each of our operational sites that outlines our strategy to achieve net-neutral impacts and associated management plans. Our Biodiversity Standard sets out the thresholds for utilization of our Biodiversity Action Plans and aims to proactively manage our biodiversity risks and opportunities to achieve our target of no-net loss of key biodiversity features in areas affected by our activities.

In the 2022 Sustainability Report, we published our roadmap towards our positive contribution to nature and are currently developing a biodiversity tool with independent experts to better measure our biodiversity impacts and contributions, and assist in the disclosure of those outcomes. We continue to voluntarily disclose the Forestry Questionnaire from CDP (formerly the Carbon Disclosure Project), a global environmental non-profit organization that evaluates biodiversity disclosures. Although CDP does not evaluate results in its forestry program for the metals and mining industry, we believe biodiversity disclosures are imperative for our industry, and our participation in CDP’s forestry program demonstrates our industry leadership around biodiversity and transparency. We continue to progress our conservation and offset projects, including sagebrush and mule deer habitats in Nevada, forestry conservation in Zambia, conservation at Aniana Vargas in the Dominican Republic, and a partnership at the Fina Reserve in Mali, in addition to our longstanding support of the Garamba National Park in the Democratic Republic of the Congo.

Human Capital Strategy

Our people are the driving force behind our track record of achievements. We strive to be a global employer of choice that attracts and retains the best people to run our portfolio of best-in-class assets and who share our vision and values to become the world’s most valued gold and copper mining business. We engage employees and contractors across the globe and empower them to work in safer, more creative, and more rewarding ways every day. We are committed to advancing and promoting a diverse and inclusive culture across our business that inspires and supports the growth of our employees, serves our communities, and shapes a more sustainable business. Our human capital strategy is actively overseen by the Board and the Executive Committee throughout the year.

Our human capital strategy, including our approach to advancing and promoting diversity, continues to be a critical enabler of positive change and impact. Our focus areas for 2023 are summarized below. For a more detailed description of the Board’s oversight of our human capital strategy and our key human capital initiatives, see “Risk Oversight” and “Human Capital Management and Succession Planning” in Schedule A of this Circular.