Barrick Gold Corporation - Investors - Annual Meeting - Information Circular

In This Section

Board and Corporate Governance Highlights
Our Director Nominees
Compensation Discussion & Analysis Highlights

This Circular contains certain historical information regarding the compensation decision-making process and the compensation paid by Barrick to “Named Executive Officers” (NEOs) and directors for the year ended December 31, 2023. The 2023 NEOs are the President and Chief Executive Officer; Senior Executive Vice-President, Chief Financial Officer; Senior Executive Vice-President, Strategic Matters; Chief Operating Officer, Latin America and Asia Pacific; and Chief Operating Officer, Africa and Middle East. Each of our NEOs participates in Barrick’s Partnership Plan (together with all other Partners), which includes eligibility for the Annual Performance Incentive (API) Program, the Performance Granted Share Unit (PGSU) Plan, and the Partner Change in Control Severance Plan (Change in Control Plan).

Business of the Meeting

We are asking our shareholders to vote on the matters below. The Board recommends that you vote FOR the following resolutions.

Elect 10 director nominees
Appoint PwC as our auditor for 2024
Approve our non-binding advisory vote on our approach to executive compensation

In addition, shareholders will vote on the shareholder proposal set out in Schedule E of this Circular. The Board recommends you vote AGAINST the proposal.

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 1, 2024. To make sure your Barrick Shares are represented at the Meeting, you may cast your vote virtually through the LUMI meeting platform, or by submitting your proxy or voting instruction form. Click here for more details on how you can vote.

Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor by telephone at 1-866-851-2571 (toll-free in North America) or 647-251-9704 (text and call enabled outside North America), or by email at [email protected].

Delivering value now and in the future from a position of strength

2023 was another year of progress, built on ambitions set at the time of our transformational Merger with Randgold five years ago. On our journey to build the world’s most valued gold and copper mining company, we continue to deliver a strong financial performance, showcase our commitment to partnerships with our host countries and stakeholders, and pursue growth and optimization opportunities as “One Team with One Mission”. We have a world-class portfolio of Tier One Gold and Copper Assets, and a solid foundation on which we can grow our production and our value. Barrick also has one of the deepest project pipelines in the mining industry, including brownfield projects near existing operations, greenfield exploration discoveries and some of the largest undeveloped gold and copper deposits in the world. We continue to maintain a strong balance sheet and are well positioned to capitalize on future growth and investment opportunities aligned to our strategic vision, sustainability ambitions, and investment filters.

Key highlights of our 2023 strategic progress are summarized below and reinforce Barrick’s solid case for investment:

NYSE total shareholder return performance from Merger announcement to December 31, 2023

The graph shows that Barrick’s returns have generally outpaced the spot gold price and the GDX since the announcement of the Merger in September 2018 to December 31, 2023.

A foundation of six Tier One Gold Assets with rolling 10-year plans that provide a sustainable and industry-leading production profile
Successful exploration and mineral resource management has led to a third consecutive year of organic gold reserve growth over and above annual depletion
We boast one of the strongest balance sheets in the gold mining industry, with a long-term corporate credit rating of A3—making Barrick the highest-rated company in the gold mining sector
We continue to deliver strong returns to our shareholders, including dividends that totaled $700 million in 2023
Since the announcement of the Merger in September 2018, our quarterly base dividend per share has more than tripled to $0.10
We have a clear performance dividend policy and share buyback program that allows us to further enhance returns to shareholders when the Company’s liquidity is strong
Sustainability and trusted long-term partnerships with our host communities and stakeholders globally are entrenched in our DNA
Protecting the health and safety of our people is Barrick’s top priority and last year we made tangible progress in our Journey to Zero global safety program
We are working to reduce our carbon footprint, identifying and adapting to potential climate-related risks to our business, and building resilience within our host communities and countries
We have invested in our future through focused brownfield and greenfield exploration, major growth projects, and a commitment to attracting and nurturing the best talent in the industry through training and career development opportunities across the Company

A leader in sustainability that prioritizes investing in a better future

Our sustainability strategy is our business plan. Sustainability is the foundation for how we conduct our business: we contribute to the social and economic development of our host countries and communities; we protect the safety and health of our workforce; we respect human rights; and we manage our impact on the natural environment. We do this through what we call Holistic and Integrated Sustainability Management. Our approach to sustainability needs to be based on science and holistically address the challenges of poverty, climate change, and nature to create long-term value for all of our stakeholders with future generations in mind. As an industry leader, it is incumbent on us to be responsible stewards of national assets and a genuine partner for our host communities in locally-led development, and to build resilience to global challenges. This approach is linked to the objectives of the United Nations Sustainable Development Goals (SDGs) and seeks to deliver outcomes that are achievable, demonstrable, and align with global sustainability priorities.

Climate resilience

Our climate change strategy is not focused solely on emissions reduction targets. Rather, we integrate aspects of biodiversity protection, water management, and community resilience into our approach to responsible mining, including understanding the risks and opportunities for our business
We believe that emission reduction targets need to be demonstrable and achievable. We published our detailed Roadmap to Net Zero by 2050 in our 2021 Sustainability Report, and disclosed our Scope 3 emissions targets in the November 2023

Community resilience

Responsible mining is a core driver for significant socio-economic upliftment and building community resilience. Therefore, creating long-term value and sharing the economic benefits drives our approach to sustainability, and community development
We deliver jobs and economic opportunities to local communities, invest in education, prioritize local and national procurement in host countries, and pay our fair share of taxes

Nature

Conserving biodiversity is fundamental to planetary survival, essential to tackling climate change, and has an important role to play in the eradication of poverty. We strive not only to preserve and maintain biodiversity within our areas of operation but to partner with NGOs and other organizations to protect and restore key biodiversity features

Our sustainability strategy and approach to sustainability governance

We believe that our Company-wide focus on ESG management is one of our core advantages in the global competition to be the partner of choice for host communities and to attract investment and human capital. The Environmental, Social, Governance and Nominating Committee is responsible for overseeing our environmental, climate, safety and health, corporate social responsibility and human rights programs, policies and performance.

Because sustainability is an essential part of our culture, it is firmly embedded throughout the organization. Just as the management of our mineral resources and mining operations are central to our business, so too is the management of sustainability aspects in our business. This means that the day-to-day ownership of sustainability risks and opportunities is in the hands of individual sites, on the ground where our operations are located. Each site is responsible for 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. The Environmental & Social Oversight Committee (E&S Committee) is our most senior management-level body dedicated to sustainability, which helps to connect site-level ownership of sustainability to management, and in turn to our Board, which has ultimate responsibility for sustainability. For more information on our sustainability governance approach, please refer to “Our Approach to Sustainability Governance”

Living our sustainability strategy

We live our sustainability strategy by prioritizing local hiring to grow the cultural and ethnic diversity of our workforce and to do so naturally through our role as an equal opportunity employer that only appoints the best person to the job based on individual strengths, irrespective of gender, race, disability, ethnicity, religious belief, or sexual orientation. For decades, we have built a naturally multicultural and ethnically diverse workforce by prioritizing local recruitment, with 97% of our employees worldwide and 77% of site leadership teams consisting of host country nationals (as at December 31, 2023). This emphasis on local hiring not only gives each operation a close affinity with its host community, but also provides Barrick with a global perspective on challenges and opportunities facing our business. At a time when the mining industry’s recruitment pool is shrinking, we are actively seeking to attract talented young people by presenting them with exceptionally rewarding career opportunities in a model, world-class business that has been designed to be future-facing. For more information on our strategy to achieve a more diverse and engaged workforce, please refer to “Local Workforce and Gender Diversity” in Schedule A of this Circular. Investors are encouraged to review our Sustainability Report, a copy of which is available at www.barrick.com, to see how we work toward making a positive difference in the lives of employees, stakeholders, business partners, and host communities around the world.

Long-standing stakeholder engagement program remains a top priority

Barrick’s business is about partnerships – with our people, governments, communities, suppliers, shareholders, and other stakeholders. This core tenet means balancing our own interests and priorities with those of our stakeholders and others, 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, and we have a longstanding practice of regularly engaging with our stakeholders on all aspects of our business. Through our ongoing and systematic dialogue, as set out 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, shareholders, and other stakeholders. 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 annual advisory Say on Pay vote of 77.53% and approved certain changes informed by this feedback, as outlined below. Furthermore, 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, executive compensation matters, as well as key governance priorities, including Board composition, diversity, and renewal. 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 similar matters as well.

Themes	Overview of actions informed by shareholder feedback
Governance	Completed a thorough review of our Board leadership structure in 2023, having regard to the specific needs of our business, the duties of the Board, and the best interests of the Company’s shareholders. Effective February 13, 2024, the Executive Chairman transitioned to a Chairman role Achieved the gender diversity commitment set out in our Diversity Policy for women to represent at least 30% of directors and approved annual disclosure regarding directors who self-identify as racially or ethnically diverse
Executive Compensation	Completed a thorough review of Barrick’s executive compensation in 2023 Further strengthened the linkage of incentive payouts to shareholder returns as measured by Relative TSR and Return on Capital Employed (ROCE)⁽¹⁾ (50% of LTI) Introduced new performance measures for our API Program centered around ESG, Production, and Costs categories (together weighted at 30% collectively) designed to align API payouts with operational key performance indicators and overall Company performance, while maintaining our commitment to reward annual individual performance contributions (remaining 70% weighting), which is a cornerstone of Barrick’s unique partnership culture Tied 30% of our incentive payouts to ESG performance, comprised of a new 10% weighting under our API Program linked to our annual safety and environment performance and a 20% weighting under our Long-Term Company Scorecard linked to the assessment of our Sustainability Scorecard
Sustainability	Continued to demonstrate climate change leadership by setting and disclosing our Scope 3 emissions, the indirect emissions associated with our value chain, along with our longstanding Scope 1 and 2 detailed roadmap targeting a 30% reduction in greenhouse gas (GHG) emissions by 2030 against our 2018 baseline, while maintaining a steady production profile, with our goal of achieving net zero emissions by 2050 Enhanced our tailings disclosure and ensured conformance with the Global Industry Standards on Tailings Management (GISTM) for all “Extreme” and “Very High” consequence tailings storage facilities

How to Contact Us

Our Board
Provide feedback to our Board by writing to our Chairman

Attention: Chairman
Barrick Gold Corporation
TD Canada Trust Tower
Brookfield Place
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Ontario M5J 2S1
Email: [email protected]
cc: [email protected]

Our Independent Directors
Communicate with our independent directors by writing to our Lead Director

Attention: Lead Director
Barrick Gold Corporation
TD Canada Trust Tower
Brookfield Place
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Ontario M5J 2S1
Email: [email protected]
cc: [email protected]

Investor Relations
Contact our Investor Relations Department to communicate with management any time

Attention: Investor Relations
Barrick Gold Corporation
TD Canada Trust Tower
Brookfield Place
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Ontario M5J 2S1
Phone: 416-307-7474
Email: [email protected]

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.

ROCE is an internal performance measure used to manage performance. ROCE measures return on capital employed by taking Adjusted EBIT (Adjusted EBITDA less depreciation) and dividing by the average capital employed. Capital employed is calculated as total assets exclusive of cash (adjusted for Construction in Progress and assets currently not being depreciated) net of total liabilities exclusive of debt. Construction in Progress and assets currently not being depreciated are disclosed in note 19 to the comparative audited annual financial statements for the year ended December 31, 2023 and primarily relate to assets under construction at our operating mines as well as our development projects including Pascua-Lama, Norte Abierto and Reko Diq. Adjusted EBIT and Adjusted EBITDA are non-GAAP financial measures with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. For further information and a detailed reconciliation of these non-GAAP measures to the most recently comparable IFRS measures, please see“Other Information – Use of Non-GAAP Financial Performance Measures”.

Board and Corporate Governance Highlights

The Board recommends a vote FOR all the director nominees.

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. Below is a summary of our corporate governance highlights.

New governance structure to support Barrick’s next phase of growth

In 2014, under our Chairman’s stewardship, Barrick undertook a “Back to the Future” strategy to recapture and make relevant the original, authentic DNA of Barrick as it existed when Peter Munk and his partners built Barrick, centered on four core elements: a partnership culture; a lean, nimble, decentralized business model; an intensive focus on creating long-term value; and financial rigor and prudence as evidenced by discerning portfolio management and a healthy balance sheet. These core elements drove Barrick’s early success and have continued to drive Barrick’s business, culture, and values following the transformational Merger with Randgold in 2019.

Having appointed seven new directors since the Merger just over five years ago, we now have an experienced and diverse Board, comprised of directors with a mosaic of skills to support our strategy and a diversity of backgrounds, experiences, and viewpoints to effectively represent our stakeholders globally. As a result, the Chairman determined that this was the appropriate time to transition from an Executive Chairman to a Chairman role, effective February 13, 2024. In this capacity, the Chairman will continue to provide leadership and direction to the Board and facilitate the operations and deliberations of the Board and the satisfaction of the Board’s functions and responsibilities under its Mandate. 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, Mr. Brett Harvey will remain 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. Dr. Mark Bristow remains the President and Chief Executive Officer of Barrick and will continue to focus on his primary responsibility, being the day-to-day operational leadership and execution of the Company’s strategic priorities.

As noted above, the Chairman will remain non-independent until the third anniversary of the transition. As a result, if all of the director nominees are elected at the Meeting, the Board will consist of 10 directors, eight of whom would be considered independent.

See “Our Commitment to Corporate Governance – Board Composition and Refreshment” for additional details on our Board leadership structure.

Strong corporate governance helps us execute through complexities and create long-term value for our stakeholders

Non-Executive Chairman and Independent Lead Director
Fully Independent Committees
Majority Voting Policy
Annual Board Evaluation Process
Board Orientation Program
Board Continuing Education Program
Shareholder Engagement Policy

Diversity Policy
Board Interlocks Guidelines
Share Ownership Policy (Directors, Officers, Partners)
Clawback Policy and Executive Officer Recovery Policy
Annual Advisory Vote on Executive Compensation
Code of Business Conduct and Ethics

We regularly assess and enhance our corporate governance practices. See here and Schedule A of this Circular for additional details on our corporate governance practices.

Our Board has a mosaic of skills to support our strategy and embraces diversity of backgrounds, experiences, and viewpoints to effectively represent our stakeholders globally

Our ESG & Nominating Committee has identified the experience and expertise that are necessary to support Barrick in delivering consistent and growing returns and achieving the Company’s strategy. Having the best technical talent in the industry, building long-term partnerships with stakeholders, obtaining community support, negotiating benefit sharing arrangements, securing necessary permits, and protecting communities and the environment are all critical to the success of our business. Achieving these objectives requires engagement with a diverse group of stakeholders at the local, national, and international levels.

We therefore believe our Board nominees must strike the right balance between those who have expertise in mining operations and strong financial acumen and those with the skills and experience necessary to ensure our business can secure and maintain our license to operate and manage risks appropriately. Our slate of 10 director nominees for election at the Meeting was carefully constructed to ensure that our director nominees represent key business geographies and is comprised of individuals whose backgrounds reflect the diversity of our stakeholders. As a result, 40% of our nominee directors are women 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.

Since the Merger on January 1, 2019, we have appointed seven new directors to the Board, including four highly qualified female directors who were each identified and evaluated through a rigorous director search process overseen by the ESG & Nominating Committee. Ms. Loreto Silva, Ms. Anne N. Kabagambe, Ms. Helen Cai, and Ms. Isela A. Costantini were appointed to the Board in August 2019, November 2020, November 2021, and November 2022, respectively. Consistent with our commitment to increasing the Board’s diversity, in early 2021, the Board approved amendments to our Diversity Policy to include 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.

For more details on the director search and selection process, 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. For more details on our director nominees, see “Our Director Nominees” or “Directors”.

Our Director Nominees

We believe our 10 director nominees bring a breadth of knowledge, diversity, and strategically relevant backgrounds to the Company and reflect the global scale of the challenges, risks, and opportunities facing our business. For more details on our Diversity Policy, see “Diversity Initiatives” in Schedule A of this Circular.

* CEO = President and Chief Executive Officer; C = Board Chairman
^ Racially and ethnically diverse directors include those who have identified as a member of a visible minority

Legend:

		Capital Allocation & Financial Acumen: Experience overseeing the allocation of capital to ensure superior risk-adjusted financial returns, including strengthening our capital structure, evaluating capital investment decisions, setting and enforcing thresholds for financial returns, optimizing asset portfolios, and knowledge of, or experience with, financial accounting and corporate finance.
		M&A Execution: Experience in evaluating and executing mergers, acquisitions, and asset sales, including the formation of partnerships and joint ventures across the globe.
		Mining Operations: Experience at a senior level with mining operations, including production, exploration, reserves, capital projects, and related technology. Familiarity with setting performance expectations, driving continuous improvement through best-in-class operational standards, building operational leadership capabilities, and fostering innovation.
		Risk Management: Knowledge of risk management principles and practices, an understanding of some or all of the key risk areas that a company faces, and an ability to probe risk controls and exposures.
		Health, Safety, Environmental & Climate: Knowledge of, or experience with, leading health, safety, environmental and climate practices and related requirements, including sustainable development, climate impacts and climate-focused reporting standards, and corporate responsibility practices and reporting.
		Talent Development and Allocation & Partnership Culture: Thorough understanding of the key processes to ensure optimal human capital allocation including attracting, motivating, and retaining top talent. Familiarity with partnership structures and their related cultures. Experience in areas such as setting performance objectives, designing compensation plans, ensuring the right people are in the right roles, succession planning, and organizational design.
		International Business Experience & Global Partnerships: Experience conducting business internationally, including exposure to a range of political, cultural, and regulatory requirements and understanding of the importance of diversity to a global company with a diverse set of stakeholders, informed by experience of race, ethnicity, and/or nationality. Familiarity with the critical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders, and an understanding of how to establish and strengthen those partnerships.
		Government and Regulatory Affairs & Community Relations: Experience with the workings of government and public and regulatory policy in Canada, the United States, and internationally. Familiarity with community engagement.

Compensation Discussion & Analysis Highlights

The Board recommends a vote FOR the approval of the advisory vote on executive compensation.

Why should shareholders approve our Say on Pay?

Barrick’s executive compensation framework is an integral part of the Company’s strategy and our employee value proposition. Our distinctive executive compensation framework is uniquely tailored to support our partnership culture and was designed with input gained from extensive annual consultation with our shareholders since 2014.

As disclosed in the 2023 Circular, in advance of the fifth anniversary of Barrick’s transformational Merger with Randgold, the Compensation Committee undertook a comprehensive review of Barrick’s executive compensation framework during 2023 to ensure that it remained aligned with our strategic goals, human capital strategy, and the interests of our shareholders. This review also considered prior feedback from fellow shareholders and a need to further enhance our pay and performance alignment as reflected in the 77.53% approval of last year’s Say on Pay vote.

Over the last decade, we have made a range of meaningful changes and refinements to our compensation and governance programs informed by shareholder feedback. We are committed to continuing to assess and refine our executive compensation programs to align with our business needs and shareholders’ interests. The changes we made to our Annual Performance Incentive Program and the Long-Term Company Scorecard in 2023, summarized in the table below, underscore this commitment. We encourage you to read about Barrick’s executive compensation program.

A Unique Executive Compensation Program that Supports our Partnership Culture		2023 updates informed by feedback
1	Performance-driven and aligned with our strategic priorities Our incentive compensation plans (comprising the API Program and the PGSU Plan) are 100% performance-based, as we believe there should be a direct link between pay and the actual contribution our executives make towards the achievement of our overall business objectives and long-term success. The API Program rewards individual contributions to the delivery of annual strategic priorities and operational commitments and shared accountability for the achievement of annual cost, production, and ESG goals. The PGSU Plan rewards the achievement of goals aligned with our long-term operating and strategic plan over a three-year lookback period. We disclose our performance measures and objectives each year, which holds management accountable for the goals we set out to achieve. As incentive awards are based on actual performance delivered, the values we disclose in the “Summary Compensation Table” truly reflect actual earned compensation.	Linked API to Company measures, including our ESG performance: Tied 30% of API outcomes to production, cost, and ESG (safety and environment) goals to reinforce shared accountability for our short-term goals for the Company and by region. Linked LTI measures to Barrick’s differentiated growth strategy: Tied 30% of LTI to reserves replacement (organic growth) and strategic execution (capital project execution and inorganic growth). See graphic below summarizing the key year-over-year changes
2	Ambitious but attainable targets We review our business plan at the beginning of each year to define the key areas of focus for each role and strategic and operational commitments to develop API Scorecards. For the PGSU Plan, we review the Long-Term Company Scorecard against our strategic plan and investor guidance to ensure that performance measures support the execution of our strategy. Target ranges for performance measures are reviewed and set based on challenging levels of performance that reflect Barrick’s life of mine plans and strategy, shareholder expectations, and the competitive environment.	New regional API Company measures: Introduced new regional production, cost, and ESG measures to reinforce accountability and increase individual line of sight to performance.
3	Pay is intrinsically aligned to shareholders’ interests We are a Company of Owners who are financially invested in Barrick’s success, which is reflected in the breadth and depth of share ownership across the Company. Our PGSU Plan ties a significant portion of compensation to Barrick Shares subject to share ownership requirements that far exceed those of our peers and the broader market. As of March 1, 2024, NEOs (including the President and Chief Executive Officer) held over 7.6 million Barrick Shares worth more than $114 million; and the Board (excluding the President and Chief Executive Officer) held over 3 million Barrick Shares worth more than $45 million.	Enhanced linkage of LTI to returns: Increased alignment of LTI with returns to shareholders from 15% to 50%, with 35% of PGSU awards tied to Relative TSR (versus the GDX) and 15% tied to a new Return on Capital Employed goal. The remaining 50% is tied to other measures that we believe are drivers of our long-term value.
4	Attract and retain top talent We provide competitive compensation packages in order to attract, retain, and motivate top executive talent. Our compensation framework is also designed to discourage unnecessary and excessive risk taking, with features such as capped incentive plan payouts and meaningful share ownership requirements, as well as a Clawback Policy and an Executive Officer Recovery Policy. The Compensation Committee periodically reviews our compensation framework in the context of competitive practice (Global Peer Group comprised of mining and extractive industry companies selected based on international scale of operations, size, and complexity of operations), regulatory developments, and leading corporate governance practices.	Maintained composition of Global Peer Group (n=18) which continues to reflect our global competition for talent.

Performance Measures Tied to our Differentiated Strategy

2023 API Scorecards

2023 Long-Term Company Scorecard

Relative TSR (35%)
Up from 15% in 2022
Return on Capital Employed⁽¹⁾ (15%)
New for 2023

Tailored strategic outputs (70%)
Down from 100% in 2022
Production (10%)
New for 2023
Costs (10%)
New for 2023

Reserve Replacement⁽²⁾ (15%)
New for 2023
Strategic Execution (15%)
Same as 2022

Safety: Lost-Time Injury Frequency Rate (LTIFR)⁽³⁾ (5%)
New for 2023
Environment: Class 1 Incidents⁽⁴⁾ (5%)
New for 2023

Sustainability Scorecard (20%)
Down from 25% in 2023, offset by new ESG measures in API

ROCE is an internal performance measure used to manage performance. ROCE measures return on capital employed by taking Adjusted EBIT (Adjusted EBITDA less depreciation) and dividing by the average capital employed. Capital employed is calculated as total assets exclusive of cash (adjusted for Construction in Progress and assets currently not being depreciated) net of total liabilities exclusive of debt. Construction in Progress and assets currently not being depreciated are disclosed in note 19 to the comparative audited annual financial statements for the year ended December 31, 2023 and primarily relate to assets under construction at our operating mines as well as our development projects including Pascua-Lama, Norte Abierto and Reko Diq. Adjusted EBIT and Adjusted EBITDA are non-GAAP financial measures with no standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. For further information and a detailed reconciliation of these non-GAAP measures to the most recently comparable IFRS measures, please see “Other Information – Use of Non-GAAP Financial Performance Measures”.
Reserves Replacement supports our long-term production forecast and growth profile and is calculated from the cumulative net change in attributable reserves in gold equivalent ounces from the most recently completed year and the trailing two years divided by the cumulative depletion in attributable reserves in gold equivalent ounces from the most recently completed year and the trailing two years (excluding attributable acquisitions and divestments). For further details, see "Other Information – Technical Information – Reserve Replacement".
Lost-time injury frequency rate (LTIFR) is a ratio calculated as follows: number of loss time injuries x 1,000,000 hours divided by the total number of hours worked.
An incident that causes significant negative impacts on human health or the environment, or an incident that extends onto publicly accessible land and has the potential to cause significant adverse impact to surrounding communities, livestock, or wildlife.

For more details on why we selected these measures and the 2023 assessment of the API Scorecards for each NEO and the Long-Term Company Scorecard, see “Compensation Discussion & Analysis – 2023 Performance Considerations for NEOs”.

Our 2023 compensation decisions reflect continued delivery against our 2023 priorities

In addition to solid execution against our 2023 priorities, Barrick has significantly bolstered its operational and financial standing, positioning the Company for the delivery of sustainable returns. These include ownership of a world class portfolio of six Tier One Gold Assets and three producing copper mines. The Company has added a number of major growth projects and significant opportunities for further organic expansion. Our mined reserves have been replenished organically for the third consecutive year providing a clear runway to sustainable returns with 10-year business plans in place for all Tier One gold mines and our copper mines. With our long record of exploration success, leadership in sustainability, and a strong balance sheet with a substantial cash balance, the Company is well positioned to support shareholder returns and invest in additional growth projects. Our 2023 performance highlights are detailed in the table below.

Our executive compensation program aligns our incentive compensation outcomes to short- and long-term performance and delivers a meaningful portion of overall pay in the long-term to reward a consistent management focus on long-term value creation. Consistent with our pay-for-performance philosophy, 100% of the value of incentive compensation awarded each year reflects actual performance delivered by Barrick as a company and individually by our NEOs. For 2023, Barrick’s overall performance and the individual performance of the NEOs resulted in a collective score of 53.4 out of 100 for the Long-Term Company Scorecard, and API awards ranging from 80 to 90 out of 100 for the Strategic Priorities component of the individual API Scorecards. For more information, see “Compensation Discussion & Analysis”.

Strategic priorities (as disclosed)

Grow the business through accretive value-adding discoveries and/or acquisitions
Live and instill our company DNA throughout all levels of the organization, including with our contractors, communities, and stakeholders
Achieve a Zero Harm workplace, led by the executive and operational teams, where all employees are personally accountable for their own safety

Delivered strong results through our world-class portfolio of six Tier One Gold Assets, maintaining a 10-year production outlook that highlights a stable production base and ability to generate strong cash flow well into the future
Received Record of Decision for Goldrush project in December 2023 and commenced construction of surface infrastructure accesses; Goldrush is forecast to produce approximately 130,000 ounces of gold in 2024, increasing to 400,000 ounces by 2028⁽¹⁾
Invested in our future growth by extending or building on our global exploration footprint in North America, Latin America, Asia Pacific, Africa, and the Middle East, with encouraging brownfield exploration results from Nevada, Pueblo Viejo, Loulo-Gounkoto, Tongon, Kibali, North Mara, and Jabal Sayid; drilling confirms significant upside potential at our 100% owned Fourmile project in Nevada
In line with our ambition to grow our copper portfolio and to identify new mining opportunities, we built on our exploration successes with the Jabal Sayid and Lumwana expansions and commenced exploration around the Arabian-Nubian Shield, the Tethyan Metalliferous Belt which hosts Reko Diq, and the Central African Copper belt
Substantial growth in copper production combined with the output from our sector-leading gold portfolio expected to increase attributable production in gold equivalent ounces⁽²⁾ by more than 30% by 2030
Formally completed the Porgera Commencement Agreement in December 2023 which enabled the recommissioning of the Porgera gold mine in Papua New Guinea
Advanced feasibility work on Reko Diq in Pakistan and Super Pit Expansion project at Lumwana in Zambia – both targeting production in 2028
Our safety performance in 2023 did not meet our high standards and, regrettably, we recorded a total of five fatalities for 2023. We further developed our Fatal Risk Management Program with 10 Fatal Risk Standards and associated critical controls, carried out a gap analysis on the 10 Standards against current site procedures/standards, and refreshed our Field Level Risk Assessment tool

Operational Excellence priorities (as disclosed)

Safely execute our 2023 business plans and growth projects through delivery of all of our production, costs, and capital project targets
Install operational flexibility within our business plan
Fully integrate and leverage our information technology systems and ensure standardized (where appropriate) and fit-for-purpose processes to enable effective and efficient management of the business
Embrace and drive technological innovation, data analytics and visualization, automation, and implementation
Drive unit cost efficiencies to ensure optimal resource value
Effectively communicate Barrick’s investment thesis and unique value proposition to drive shareholder value

Reported gold production for the full year of 4.1 million ounces which fell just short of our annual guidance of 4.2 million ounces due to operational challenges, while copper production of 420 million pounds met the guidance range
Year-on-year increase in operating cash flow (up 7% to $3.7 billion) and free cash flow⁽³⁾ (up 50% to $646 billion) in 2023
Year-on-year 200% increase in net earnings per share to $0.72 and 12% increase in adjusted net earnings⁽⁴⁾ to $0.84 per share
Continued to have one of the strongest balance sheets in the industry with nearly no debt net of cash⁽⁵⁾, which supported a total of $700 million in dividends paid to shareholders in 2023
Maintained a long-term corporate credit rating by Moody’s of A3, with a stable outlook, the highest in the gold industry
Invested approximately $43.2 million in community development projects in 2023. These investments were determined through our industry-leading Community Development Committees (CDCs) which empower our communities to direct development investment to where it is most needed, rather than a company-led corporate social responsibility obligation
Veladero Phase 7B leach pad expansion scheduled for completion in 2024
Substantially completed Pueblo Viejo plant expansion, which is designed to increase throughput to 14Mt per year and to sustain gold production in excess of 800,000 ounces per year (on a 100% basis) going forward
Commenced construction of a 200 MW solar facility which will supply renewable energy to Nevada Gold Mines

Sustainable Profitability priorities (as disclosed)

Optimize our asset portfolio and unlock further resource and reserve potential to maintain the 10-year plan and beyond
Drive our holistic approach to sustainability that differentiates us as leaders in the industry with strong governance as a natural consequence
Strengthen our social license through sustainable investment and partnerships, engagement, and sharing of benefits with our communities
Attract, retain, and develop an effective and diverse workforce that is agile, integrated, and able to deliver safely on our plans
Be the mining partner of preference

Successfully and organically replaced all Group gold mineral reserves depleted by mining in 2023 for the third consecutive year, supporting a sustainable rolling 10-year plan
Group 2023 reserve depletion replacement: 109% gold and 124% copper, which combined is 112% on a gold equivalent ounce basis⁽²⁾
Continued to prioritize local hiring and building the skills and capability of our host country workers to multiply our positive impact on local, regional, and national economies. As at December 31, 2023, 97% of our employees were local nationals
Continued our commitment to creating an inclusive environment where all voices are heard, all cultures respected, and a variety of perspectives are not only welcome, but are also essential to our long-term success
Continued to demonstrate climate change leadership through the setting and disclosure of our Scope 3 emissions, the indirect emissions associated with our Value Chain, along with our longstanding Scope 1 and 2 detailed roadmap targeting a 30% reduction in GHG emissions by 2030, while maintaining a steady production profile, with a goal of reaching net zero emissions by 2050 against our 2018 baseline
Improved our water recycling and reuse rate to 84% in 2023 compared to 83% in 2022 (both exceeding our annual target of 80%)
Annual reclamation and rehabilitation targets exceeded
Commenced development of bespoke nature impact measurement tool for Barrick
In furtherance of our belief that biodiversity and conservation are critical in the fight against climate change and poverty, rehabilitated and conserved habitats within our operations and proactively protected areas outside our mines. In 2023, we made progress in developing conservation and offset projects, including sagebrush and mule deer habitats in Nevada, forestry conservation in Zambia, and establishing 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
Enhanced our tailings disclosure and ensured conformance with the GISTM for “Extreme” and “Very High” consequence tailings storage facilities
Malaria Incidence Rate decreased by 26% relative to the comparable period from 2022
Actively involved in the development of a single standard for responsible mining, working with the Copper Mark, Mining Association of Canada, ICMM, and the World Gold Council

See the Technical Report on the Cortez Complex, Lander and Eureka Counties, State of Nevada, USA, dated December 31, 2021, and filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov on March 18, 2022.
Gold equivalent ounces from Barrick’s copper assets are calculated using a long-term mineral reserve commodity prices of $1,300 per ounce of gold and $3.00 per pound of copper. For further details, see “Other Information – Technical Information – Gold Equivalent Ounces”.
Free cash flow is a non-GAAP financial measure that does not have any standardized definition under IFRS and may not be comparable to similar measures of performance presented by other companies. It should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For further details regarding non-GAAP financial measures, see “Other Information – Use of Non-GAAP Financial Performance Measures”.
“Adjusted net earnings per share" is a non-GAAP financial performance measure with no standardized definition under IFRS and therefore may not be comparable to similar measures presented by other companies. For further details, see “Other Information - Use of Non-GAAP Financial Performance Measures”.
As at December 31, 2023, Barrick’s debt, net of cash, was $578 million.

Our 2024 Strategic Priorities

In 2024, we will implement a business plan that will focus on the following:

Strategic Priorities:

Deliver our Journey to Zero owned by all and led by the Barrick leadership
Grow the business through value adding discoveries and/or acquisitions
Live and instill our DNA at all levels of the organization including our contractors

Operational Excellence:

Safely execute on our business plans and growth projects including production, costs and capex
Install operational flexibility within our business plan
Integrate and leverage our working systems and ensure fit for purpose processes to enable safe, effective and efficient management of the business
Drive technological innovation, automation, data analytics and visualization, with full involvement of the executive
Drive unit cost efficiencies to ensure optimal value generation from our orebodies
Effectively communicate Barrick’s investment thesis and unique value proposition to drive shareholder value

Sustainable Profitability:

Optimize our portfolio and unlock our resource value and mineral inventory to maintain the 10-year plan and beyond
Drive our holistic approach to Sustainability that differentiates us as leaders in the industry
Strengthen our social license through engagement, sustainable investment and partnerships in our host countries and communities
Attract, retain and develop an effective, diverse, and local workforce, that is agile, integrated and able to deliver safely on our plans
Be the mining partner of choice

We have a shareholder-friendly compensation system that does not encourage unnecessary and excessive risk-taking

What we do

We pay for performance
We ensure that the long-term interests of our directors, management and fellow owners are one and the same
We balance short-term and long-term incentive compensation for our NEOs
We cap incentive plan payouts for our NEOs
We stress-test incentive compensation programs, awards, and payouts
We maintain market-leading minimum share ownership requirements for our NEOs
We require all employees, including our NEOs, to certify annually their compliance with the Code of Business Conduct and Ethics

We maintain a robust Clawback Policy and Executive Officer Recovery Policy
We design our compensation plans to mitigate undue risk-taking
We mandate double-trigger Change in Control provisions for all long-term incentive awards
We regularly review compensation
We hold an annual advisory vote on executive compensation
We regularly and proactively engage with our shareholders and consider their feedback to refine our compensation practices
We regularly consider the implications of the risks associated with the Company’s executive compensation programs and practices including through discussion by independent directors at our three standing committees

What we do not do

We do not guarantee incentive compensation
We do not re-price equity-based incentive compensation awards
We do not provide tax gross ups in connection with Change in Control severance payments

We do not permit hedging of our Company’s equity-based long-term incentive compensation and personal share ownership
We do not grant deferred cash incentives for executive compensation purposes

search widget

Ready to cast your vote?

Executive Summary

mobile site search widget