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Barrick to revise executive compensation rules

Peter Munk, left, and John Thornton, right, sparked outcry when details of their pay packages emerged.

Chris Young/The Globe and Mail

Barrick Gold Corp. will unveil pay packages for outgoing chairman Peter Munk and his successor John Thornton, as well as new executive compensation methods, after shareholder uproar over the incoming chair's signing bonus.

Mr. Thornton's $11.9-million (U.S.) bonus galvanized the traditionally passive Canadian pension funds to demand changes to how Barrick was governed, triggering the company to overhaul its board of directors late last year.

Barrick's management proxy circular, to be filed on Monday, will present a new compensation scheme designed to align management's pay even more closely with the miner's performance.

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The company's plan is expected to require executives to hold their shares until they leave the company.

That would be a departure from the previous arrangements, which allowed management to exercise their stock options at certain dates.

"This is coming after they paid Thornton his big bonus. In some respects it's like shutting the barn door after the horses have left," said Robert Gill, vice-president and portfolio manager at Lincluden Investment Management, which holds $3.3-billion in assets including Barrick.

Mr. Thornton's total pay package was $17-million in the previous year and Mr. Munk's total pay package was $4.3-million.

Nevertheless, compensation experts say Barrick is making progress.

"I suspect that they will also have lower bonuses than they did last year," said Paul Gryglewicz, managing partner with Global Governance Advisors.

Last year has been characterized as the worst in Barrick's 31-year old history.

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The company reported a net loss of $10.4-billion and recorded a staggering $11.5-billion in asset writedowns. Barrick's stock dropped to its lowest level in more than two decades and the miner was forced to suspend construction on its key Pascua Lama gold project in the Andes because of cost overruns.

But Barrick also put the company on sounder financial footing by paying down some of its debt, cutting jobs, divesting non-core assets and reworking expensive mines. The Barrick of today is a much leaner company and has been praised by analysts for improving its balance sheet.

Shareholders, however, are more lukewarm.

The Caisse de dépôt et placement du Québec, which was one of the pension funds that pushed for corporate governance changes, has said it continues to have concerns and has indicated that one option for the Caisse is to sell its shares if there is no progress.

Mr. Munk and two of the miner's longest-serving directors will be leaving when the company holds its annual meeting of shareholders in April.

Two of Barrick independent directors who were in charge of listening to shareholders have since resigned.

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The company has nominated four new independent directors including Bay Street financier Ned Goodman and a coal executive. That leaves Barrick with a 12-person board that includes eight independent directors if there are no further changes before the annual general meeting.

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About the Author
Economics Reporter

Rachelle Younglai is The Globe and Mail's economics reporter. More

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