Barrick Redefines Compensation, Introduces Most Shareholder-Friendly System in Canada
March 31 2014 - 2:10PM
Marketwired
Barrick Redefines Compensation, Introduces Most
Shareholder-Friendly System in Canada
TORONTO, ONTARIO--(Marketwired - Mar 31, 2014) - Barrick Gold
Corporation (NYSE:ABX)(TSX:ABX) (Barrick or the "company") today
announced the details of a new executive compensation program that
fundamentally aligns compensation practices with the long-term
interests of shareholders based on the principle of
pay-for-performance.
"We believe our new system features the most
shareholder-friendly, long-term compensation program of any
Canadian company today, as well as among our peers in the global
mining industry," said Brett Harvey, Barrick's Lead Director and
Chairman of the Compensation Committee. "Put simply, our management
team will now be owners, receiving a significant portion of the
compensation they earn in the form of common shares that cannot be
sold, fully aligning the long-term interests of executives and
shareholders."
Over the course of 2013, Barrick's Compensation Committee
engaged extensively with shareholders representing more than 30
percent of Barrick's outstanding common shares, to ensure that
their views were reflected in the company's approach going
forward.
As part of Barrick's new compensation approach, participating
executives will be assessed on their collective performance, as
measured against a transparent scorecard disclosed to shareholders
in advance. The company's long-term scorecard will assess
participating executives on eight performance measures including
return on invested capital, dividends to shareholders, capital
project performance and free cash flow. Scores will be published to
shareholders at the end of each year, ensuring transparency of the
process. A majority of compensation awarded will be long-term in
nature, in units that ultimately convert into Barrick common
shares. These shares cannot be sold until a participating executive
retires or leaves the company. Shares will be purchased on behalf
of participating executives on the open market, resulting in no
dilution to shareholders.
If earned, a smaller portion of total compensation will be
awarded in the form of an annual bonus. Annual bonuses will be
determined by the Compensation Committee based on its assessment of
each executive's individual performance in achieving short-term
operating priorities and specific initiatives that fall within the
executive's sphere of accountability.
The company has also adopted new minimum share ownership
requirements that are among the highest of any Canadian public
company, including 10 times base salary for the Chief Executive
Officer.
Additionally, Barrick has implemented a new Clawback Policy for
incentive compensation that goes beyond the yet-to-be implemented
requirements of the U.S. Dodd-Frank Act.
Full details on the 2014 executive compensation program and 2013
compensation decisions are contained in Barrick's Information
Circular for the 2014 Annual and Special Meeting of Shareholders,
available at www.barrick.com/agm.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained or incorporated by reference in
this press release and Barrick's Information Circular for the 2014
Annual and Special Meeting of Shareholders referenced herein,
including any information as to our strategy, projects, plans or
future financial or operating performance, or performance goals or
compensation decisions relating to the 2014 executive compensation
program constitutes "forward-looking statements". All statements,
other than statements of historical fact, are forward-looking
statements. The words "expect", "intend", "may", "will" and similar
expressions identify forward-looking statements. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the company, are
inherently subject to significant business, economic and
competitive uncertainties and contingencies. Known and unknown
factors could cause actual results to differ materially from those
projected in the forward-looking statements. Such factors include,
but are not limited to: fluctuations in the spot and forward price
of gold, copper or certain other commodities (such as silver,
diesel fuel and electricity); changes in national and local
government legislation, taxation, controls or regulations and/or
changes in the administration of laws, policies and practices,
expropriation or nationalization of property and political or
economic developments in Canada, the United States and other
jurisdictions in which the company does or may carry on business in
the future; failure to comply with environmental and health and
safety laws and regulations; timing of receipt of, or failure to
comply with, necessary permits and approvals; diminishing
quantities or grades of reserves; increased costs, delays,
suspensions and technical challenges associated with the
construction of capital projects; the impact of global liquidity
and credit availability on the timing of cash flows and the values
of assets and liabilities based on projected future cash flows;
adverse changes in our credit rating; the impact of inflation;
operating or technical difficulties in connection with mining or
development activities; the speculative nature of mineral
exploration and development; risk of loss due to acts of war,
terrorism, sabotage and civil disturbances; fluctuations in the
currency markets; changes in U.S. dollar interest rates; risks
arising from holding derivative instruments; litigation; contests
over title to properties, particularly title to undeveloped
properties, or over access to water, power and other required
infrastructure; business opportunities that may be presented to, or
pursued by, us; our ability to successfully integrate acquisitions
or complete divestitures; employee relations; availability and
increased costs associated with mining inputs and labor; and the
organization of our previously held African gold operations and
properties under a separate listed company. In addition, there are
risks and hazards associated with the business of mineral
exploration, development and mining, including environmental
hazards, industrial accidents, unusual or unexpected formations,
pressures, cave-ins, flooding and gold bullion losses (and the risk
of inadequate insurance, or inability to obtain insurance, to cover
these risks). Many of these uncertainties and contingencies can
affect our actual results and could cause actual results to differ
materially from those expressed or implied in any forward-looking
statements made by, or on behalf of, us. Readers are cautioned that
forward-looking statements are not guarantees of future
performance. All of the forward-looking statements made in this
press release are qualified by these cautionary statements.
Specific reference is made to the most recent Form 40-F/Annual
Information Form on file with the U.S. Securities Exchange
Commission and Canadian provincial securities regulatory
authorities for a discussion of some of the factors underlying
forward-looking statements.
The company disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by
applicable law.
INVESTOR CONTACT: Amy SchwalmVice President, Investor
Relations(416) 307-7422aschwalm@barrick.comMEDIA CONTACT: Andy
LloydVice President, Communications(416)
307-7414alloyd@barrick.com
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