Barrick Board Should Be Two-Thirds Independent, Fund Says

Ontario Teachers’ Pension Plan said at least two-thirds of Barrick Gold Corp.’s board should be made independent as the world’s largest gold company continues its hunt for new directors.

“We want to see a refreshing of the board of directors and we want to see the compensation plan change to be more in line with other companies in Canada,” Wayne Kozun, senior vice president of public equities at the Toronto-based fund, said yesterday in a phone interview.

Kozun is the first money manager at a major institutional investor in Barrick to publicly give details about proposed changes at the gold-producer’s board, which has come under increasing scrutiny this year after a slump in gold prices and billions of dollars of writedowns.

Canada’s biggest pension funds want new independent board members at Barrick and say the miner should consider replacing directors who have been there longer than 20 years and are close to Co-Chairman and founder Peter Munk, two investors briefed on the matter said Sept. 18. Pressure to reform the board is focused on long-serving directors including former Canadian Prime Minister Brian Mulroney, according to the two investors.

Barrick will add new independent directors and strengthen its executive pay policies following investor criticism, the Toronto-based company said Sept. 17.

“Progress on these initiatives is expected by the end of the year,” Andy Lloyd, a Barrick spokesman, said in an e-mail yesterday. “Barrick takes matters of governance seriously and feedback from our shareholders is important to us.”

‘Best Practice’

Currently seven out of 13 Barrick directors are independent, according to its March proxy statement.

“We’d like to see obviously at least two-thirds independent board members, but in best-practice situations only the chief executive officer is an insider of the company,” Ontario Teachers’ Kozun said.

Ontario Teachers’ holds a 0.3 percent stake in Barrick, according to data compiled by Bloomberg. The fund is one of eight pension managers that signed a statement in April criticizing compensation at Barrick as excessive after the miner awarded Co-Chairman John Thornton an $11.9 million signing bonus.

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