Governance

Barrick’s approach to responsible mining is framed by our Corporate Social Responsibility Charter. It confirms that, wherever we work in the world, we work with integrity. Our Code of Business Conduct and Ethics represents our commitment to uphold ethical business practices wherever we operate. Together, the Charter and the Code define our ethical, social, environmental and economic responsibilities and shape our behaviour.

Responsible mining is a company-wide priority and central to our business strategy. Our goal is to create mutual benefits, both for our company and our host countries and communities. We engage proactively with our stakeholders and pursue collaborative partnerships with communities, governments and non-governmental organizations (NGOs). This approach helps ensure we maintain our social licence to operate in countries around the world.

Barrick’s board of directors is responsible for the stewardship of the company and for oversight of the management of its business affairs, while our senior executives are responsible for the management and day-to-day operation of the company. For a description of the board’s structure and governance processes, please see Board of Directors.

The board has a Corporate Responsibility Committee which is responsible for reviewing Barrick’s environmental, safety, health, and corporate social responsibility (CSR) policies and programs. The Corporate Responsibility Committee has three members who are independent board members and two members who are on the Barrick executive management team.

Barrick recently established an external CSR Advisory Board comprised of five men and women with broad-ranging expertise in social responsibility issues. The Advisory Board will provide input and advice on the complex social, political and environmental issues affecting us, and the mining industry as a whole.

Barrick also has an Executive Community, Health, Environment, Safety and Security (CHESS) committee, comprised of the Chief Executive Officer, Chief Operating Officer and the company’s most senior executives. The CHESS Committee reviews performance, trends and issues and approves CHESS policies and business plans.

Board Overview of Corporate Responsibility

The purpose of the board Corporate Responsibility Committee is to assist the board in overseeing the company’s environmental, safety and health, and CSR policies, programs and performance. The Corporate Responsibility Committee meets four times a year.

The committee’s responsibilities with respect to environmental, safety and health and CSR matters include:

• reviewing and making recommendations in regard to the company’s environmental and safety and health management programs, including corporate policies and procedures,
• reviewing and making recommendations in regard to environmental and safety and health compliance issues, if any,
• satisfying itself that the management of the company monitors trends and reviews current and emerging issues in the areas of environment and safety and health, and evaluates their impact on the company,
• reviewing incident reports to assess whether environmental and safety and health management procedures were effective in such incidents, and to make recommendations for improvement, and to determine if such incidents are of significance to report to the board,
• reviewing the scope of potential environmental liabilities and the adequacy of the environmental management system to manage these liabilities,
• reviewing the company’s safety and health performance to assess the effectiveness of safety and health programs and to make recommendations for improvement, and determine if any safety and health issues that may be identified as a result of such review are of significance to report to the board,
• receiving reports from management on the company’s CSR program, including significant sustainable development, community relations and security policies and procedures; receiving reports from management on the company’s CSR performance to assess the effectiveness of the CSR program, and
• satisfying itself that management of the company monitors trends and reviews current and emerging issues in the CSR field and evaluates the impact on the company.
• In all cases, the Corporate Responsibility Committee will, where appropriate, report to the board and make recommendations to the management of the company and/or to the board.

Senior Executives and Performance-based Compensation

In order to drive improvements and increase the profile of CSR-related performance, in 2011 Barrick initiated changes to the performance-based compensation system for senior executives. The system sets out the performance measurement categories, metrics, weightings, performance goals, etc. for the annual performance incentive plan (i.e. annual bonus). Moving forward, performance-based compensation for Barrick’s senior management will be determined in part by the performance in the areas of Community Relations, Safety and Health, Environment, and Security. This system will apply to the corporate Senior Leadership Team, the Regional Presidents, the Operations/Project Directors and site General Managers. Each of the four functions has chosen a metric by which to measure performance for 2012. For example, the Community Relations target for 2012 is the implementation of a Social Obligation Register and Grievance Mechanism at every site by the end of the year; the Environmental target relates to the implementation of the Environmental Management System.

Executive Overview of Corporate Responsibility

The Executive CHESS Committee’s mandate is to provide leadership, set policy and strategic direction, and ensure that an appropriate and integrated organizational structure exists across the company in the areas of environment, health, safety and the broader functions associated with maintaining our license to operate – including community relations, human rights, security, non-government organization initiatives and government affairs. The Executive CHESS Committee meets on a regular basis.

Code of Business Conduct and Ethics

Barrick’s success is built on a foundation of personal and professional integrity and commitment to excellence. As a company, and as individuals, we must guide our conduct by the highest standards of honesty, integrity and ethical behaviour. Barrick’s Code of Business Conduct and Ethics (the Code) embodies the commitment of Barrick to conduct business in accordance with all applicable laws, rules and regulations, and the highest ethical standards throughout our worldwide organization. The Code has been adopted by the board of directors and applies to every Barrick employee, including the CEO and other senior executive officers, and to members of our board of directors.

In addition to the Code, every employee, officer and director must also comply with the associated Anti-Fraud Policy, Disclosure Policy, Insider Trading Policy, Anti-Bribery and Anti-Corruption Policy, Human Rights Policy, Safety and Occupational Health Policy, Environmental Policy, as well as with the policies of each particular business unit.

All employees are required to read the Code and associated policies, and all management, administrative and supervisory personnel are required to complete training sessions on the Code and associated policies, and annually recertify their compliance. As well, all Barrick employees, officers and directors are accountable for adhering to the Code and we are each responsible for reporting behaviour that violates the Code. When applying the Code to our actions, each employee should seek full compliance, not only with the letter of the Code, but also with the spirit of its rules.

Violations of the Code and associated policies are grounds for disciplinary action up to and including termination of employment. In 2011, more than 50 percent of inquiries in connection with potential violations of the Code were related to petty theft at our operating sites. While not all the investigations relating to the complaints received in 2011 have been closed, we do not consider any of the inquiries respecting violations of the Code in 2011 to have a significant adverse effect on Barrick’s ethical culture. Violations of our Code related to events at North Mara and Porgera are discussed in the Community section of the Report, in Significant Community Issues.

Public Policy, Anti-Corruption and Compliance

Barrick is committed to the highest standards of corporate governance and professional integrity. We believe that business should be conducted in an ethical, honest and accountable manner and in accordance with all applicable laws, rules and regulations. We are committed to transparency in our business practices, consistent with good governance and commercial confidentiality.

Public Policy: Mining is a heavily regulated industry and Barrick maintains a continuing dialogue with governments and regulators at all levels regarding regulatory issues and other items of business interest. We belong to a wide range of industry associations and also work closely with international non-government organizations and advocacy organizations to develop appropriate standards and guidelines for our industry.
Industry associations (national and international) include the following:

• Australian Institute of Mining & Metallurgy
• Cámara Argentina de Empresarios Mineros
• Cámara Minera de San Juan (Argentina)
• Cámara Minera y Petrolera de la República Dominicana
• Consejo Minero (Chile)
• International Council on Mining and Metals
• Minerals Council of Australia
• Mining Association of Canada
• National Mining Association (USA)
• Prospectors and Developers Association of Canada
• Sociedad Nacional de Mineria (Chile)
• Sociedad Nacional de Mineria, Petroleo y Energia (Peru)
• Tanzanian Chamber of Mines
• World Gold Council

Anti-Corruption, Anti-Competition and Compliance: Corruption is the misuse of public power for private profit, or the misuse of entrusted power for private gain. Barrick expects all employees, officers and directors to take all responsible steps to identify and raise potential corruption issues before they lead to problems.

Barrick operates in many countries across the globe, including areas where there is a definite risk of exposure to corruption. At those sites, and all others where we operate, we follow the company’s Code of Business Conduct and Ethics which outlines our obligations, as a company and individually, to comply with all applicable laws and prevent and report corruption wherever we work. The associated Anti-Bribery and Anti-Corruption Policy sets out Barrick’s commitment to compliance with Canada’s Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, and applicable local anti-bribery and anti-corruption laws. Barrick has a comprehensive compliance program to support the Policy.

Anti-competitive behavior involves practices by business or governments that prevent or reduce competition in a market. Barrick does not engage in anti-competitive behavior.

We have established a clear, confidential communication framework to ensure that concerns about ethical issues, including issues of corruption, are reported appropriately. To support compliance with the Code and associated policies, we have an Anti-Fraud Escalation Policy to ensure that suspected violations of the Code are reported to the appropriate levels of management up to and including the audit committee of the board.
In 2011, there were no significant actions or fines related to anti-competitive behaviour or corrupt practices by the company or our employees.