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Pension funds voice corporate governance concerns at Barrick meeting

John Thornton, at his Toronto offices is the new chair of Barrick Gold Corporation.

Tim Fraser/The Globe and Mail

Barrick Gold Corp.'s institutional investors voiced their corporate governance concerns with the company late Tuesday, the first face-to-face meeting since the miner overhauled its board of directors.

Barrick's incoming chairman John Thornton and the miner's lead independent director Brett Harvey discussed the boardroom changes with the eight Canadian pension funds that voted against Mr. Thornton $11.9-million (U.S.) signing bonus.

"It was a productive meeting and very cordial," said a Barrick spokesman. He would not provide further detail.

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The Caisse de dépôt et placement du Québec, Ontario Teachers' Pension Plan and six other Canadian funds joined forces early last year to protest Mr. Thornton's pay package and push the company to change how it was governed.

Barrick has since nominated four new independent directors and announced that its founder and chairman Peter Munk, along with two of the company's longest-standing directors, will not stand for re-election at the miner's upcoming annual meeting.

But shareholders have raised questions about whether the nominees are truly independent of Mr. Munk and pointed out that one of the nominees, Bay Street veteran Ned Goodman, had condoned Mr. Thornton's bonus.

Others have questioned whether there is enough mining experience on the board. The company has also nominated coal mining executive Ernie Thrasher, a former University of Toronto president and a property management executive.

The pension funds were expected to discuss the surprise resignations of the company's independent directors, Robert Franklin and Donald Carty, who were in charge of listening to investor concerns after shareholders overwhelmingly rejected Mr. Thornton's bonus.

Mr. Franklin and Mr. Carty joined Barrick in 2006 when the gold producer bought Placer Dome. Mr. Franklin has told investors he was unhappy with the nominating process.

It is not clear whether Barrick will look for replacements for Mr. Franklin and Mr. Carty. If they are not replaced, the company will have a 12-person board that includes eight independent directors.

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The funds were also expected to discuss Barrick's new compensation scheme, which will likely require executives to hold the bulk of their pay packages in stock until they retire from the company.

Representatives from Alberta Investment Management Corp., British Columbia Investment Management Corp., Canada Pension Plan Investment Board, Hermes Equity Ownership Services, Ontario Municipal Employees Retirement System and the Public Sector Pension Investment Board were also expected to be at the meeting in Toronto on Tuesday.

The funds either had no comment or could not immediately be reached for comment.

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Economics Reporter

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


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