PROXY PAPER BARRICK GOLD CORPORATION - Glass … · PROXY PAPER BARRICK GOLD CORPORATION Toronto...

PROXY PAPERBARRICK GOLD CORPORATION

Toronto Stock Exchange: ABX ISIN: CA0679011084

MEETING DATE: 30 APRIL 2014

RECORD DATE: 01 MARCH 2014

PUBLISH DATE: 14 APRIL 2014

COMPANY DESCRIPTION

Barrick Gold Corporation engages in the productionand sale of gold and copper.

INDEX MEMBERSHIP: DJSI WORLD; DJSI NA; S&P/TSX 60;S&P/TSX COMPOSITE

SECTOR: MATERIALS

INDUSTRY: METALS AND MINING

COUNTRY OF TRADE: CANADA

COUNTRY OF INCORPORATION: CANADA

VOTING IMPEDIMENT: NONE

DISCLOSURES: NONE

OWNERSHIP COMPANY PROFILE COMPENSATION PREVIOUS BOARD VOTE RESULTS APPENDIX

2014 ANNUAL & SPECIAL MEETING PROPOSAL ISSUE BOARD GLASS LEWIS CONCERNS

1.00 Election of Directors FOR FOR

1.01 Elect Charles W. D. Birchall FOR FOR

1.02 Elect Gustavo A. Cisneros FOR FOR

1.03 Elect Ned Goodman FOR FOR

1.04 Elect J. Brett Harvey FOR FOR

1.05 Elect Nancy H.O. Lockhart FOR FOR

1.06 Elect Dambisa Moyo FOR FOR

1.07 Elect Anthony Munk FOR FOR

1.08 Elect David Naylor FOR FOR

1.09 Elect Steven J. Shapiro FOR FOR

1.10 Elect Jamie C. Sokalsky FOR FOR

1.11 Elect John L. Thornton FOR FOR

1.12 Elect Ernie L. Thrasher FOR FOR

2.00 Appointment of Auditor and Authority to Set Fees FOR FOR

3.00 Advisory Vote on Executive Compensation FOR FOR

4.00 Advance Notice Provision FOR FOR

SHARE OWNERSHIP PROFILE

SHARE BREAKDOWN

1

SHARE CLASS Common Shares

SHARES OUTSTANDING 1,164.7 M

VOTES PER SHARE 1

INSIDE OWNERSHIP 0.27%

STRATEGIC OWNERS** 0.27%

FREE FLOAT 99.73%

SOURCE CAPITAL IQ AND GLASS LEWIS. AS OF 06-FEB-2014

TOP 20 SHAREHOLDERS HOLDER OWNED* COUNTRY INVESTOR TYPE

1. Van Eck Associates Corporation 3.62% United States Traditional Investment Manager 2. TD Asset Management, Inc. 2.29% Canada Traditional Investment Manager 3. Allianz Global Investors AG 1.79% Germany Traditional Investment Manager 4. Wellington Management Company, LLP 1.79% United States Traditional Investment Manager 5. BMO Investments Inc. 1.61% Canada Traditional Investment Manager 6. Fidelity Investments 1.32% United States Traditional Investment Manager 7. BNY Mellon Asset Management 1.31% United States Traditional Investment Manager 8. Canadian Imperial Bank of Commerce, Private and Investment Banking Arm 1.28% Canada Traditional Investment Manager 9. Highfields Capital Management, LP 1.12% United States Hedge Fund Manager 10. Susquehanna International Group, LLP, Asset Management Arm 1.08% United States Bank/Investment Bank 11. Northern Cross Investments Ltd. 1.07% Bermuda Traditional Investment Manager 12. CI Investments Inc. 1.04% Canada Traditional Investment Manager 13. Mackenzie Financial Corporation 0.94% Canada Traditional Investment Manager 14. RBC Global Asset Management Inc. 0.92% Canada Traditional Investment Manager 15. Capital Research and Management Company 0.90% United States Traditional Investment Manager 16. Franklin Resources Inc. 0.84% United States Traditional Investment Manager 17. Morgan Stanley, Investment Banking and Brokerage Investments 0.82% United States Bank/Investment Bank 18. Oldfield Partners LLP 0.79% United Kingdom Traditional Investment Manager 19. CIBC Asset Management Inc. 0.78% Canada Traditional Investment Manager 20. BlackRock, Inc. 0.77% United States Traditional Investment Manager

*COMMON STOCK EQUIVALENTS (AGGREGATE ECONOMIC INTEREST) SOURCE: CAPITAL IQ. AS OF 06-FEB-2014 **CAPITAL IQ DEFINES STRATEGIC SHAREHOLDER AS A PUBLIC OR PRIVATE CORPORATION, INDIVIDUAL/INSIDER, COMPANY CONTROLLED FOUNDATION,ESOP OR STATE OWNED SHARES OR ANY HEDGE FUND MANAGERS, VC/PE FIRMS OR SOVEREIGN WEALTH FUNDS WITH A STAKE GREATER THAN 5%.

SHAREHOLDER RIGHTS MARKET THRESHOLD COMPANY THRESHOLD1

VOTING POWER REQUIRED TO CALL A SPECIAL MEETING N/A 5.0% VOTING POWER REQUIRED TO ADD AGENDA ITEM 1.0%2 1.0%2

1N/A INDICATES THAT THE COMPANY DOES NOT PROVIDE THE CORRESPONDING SHAREHOLDER RIGHT.2SHAREHOLDERS MUST OWN THE CORRESPONDING PERCENTAGE OR SHARES WITH MARKET VALUE OF AT LEAST C$2,000 FOR AT LEAST ONE YEAR.

ABX April 30, 2014 Annual Meeting 2 Glass, Lewis & Co., LLC

COMPANY PROFILE

GENERAL COUNTRY OF INCORPORATION Canada STOCK EXCHANGE Toronto Stock Exchange

FINANCIALS

1 YR TSR 3 YR TSR AVG. 5 YR TSR AVG.

ABX -45.0% -28.2% -15.0%S&P/TSX COMPOSITE INDEX 13.0% 3.4% 11.9%

MARKET CAPITALIZATION (MM USD) 20,512 ENTERPRISE VALUE (MM USD) 33,657 REVENUES (MM USD) 12,511

FIGURES AS OF 31-DEC-2013. SOURCE: CAPITAL IQ. ANNUALIZED SHAREHOLDER RETURNS.

EXECUTIVECOMPENSATION

SAY ON PAY VOTE Yes GLASS LEWIS STRUCTURE RATING Fair GLASS LEWIS DISCLOSURE RATING Fair SINGLE TRIGGER CIC VESTING No OVERHANG OF INCENTIVE PLANS 1.5% CLAWBACK PROVISION Yes

BOARD &MANAGEMENT

ELECTION METHOD Majority w/Resignation Policy

CEO START DATE June 5, 2012

STAGGERED BOARD No AVERAGE NED TENURE 6 years

COMBINED CHAIRMAN/CEO No SHAREHOLDER AGREEMENTREGARDING DIRECTORNOMINATIONS

No

ANTI-TAKEOVERMEASURES

SHAREHOLDER RIGHTS PLAN No APPROVED BY SHAREHOLDERS* N/A *Shareholder rights plans must be reconfirmed by shareholders every three years

AUDITORSAUDITOR: PRICEWATERHOUSECOOPERS TENURE: 30 YEARS MATERIAL WEAKNESS(ES) IDENTIFIED IN PAST 12 MONTHS No RESTATEMENT(S) IN PAST 12 MONTHS No

CURRENT AS OF APR 12, 2014


PAY-FOR-PERFORMANCE

Barrick Gold's executive compensation received a D grade in our proprietary pay-for-performance model. The Company paid more compensation to its named executiveofficers than the median compensation for a group of companies selected using Equilar's market based peer algorithm.The CEO was paid about the same as the medianCEO compensation of these peer companies. Overall, the Company paid moderately more than its peers, but performed worse than its peers.

HISTORICAL COMPENSATION GRADE FY 2013: D

FY 2013 CEO COMPENSATION SALARY: C$1,399,279

GDFV EQUITY: C$5,655,102

NEIP/OTHER: C$1,009,491

TOTAL: C$8,063,873

FY 2013 PAY-FOR-PERFORMANCE GRADE 3-YEAR WEIGHTED AVERAGE COMPENSATION

EQUILAR PEERS VS PEERS DISCLOSED BY COMPANY

EQUILAR ABXTeck Resources Limited* Newmont Mining Corporation* Goldcorp Inc.* Kinross Gold Corporation* Freeport-McMoRan Copper & GoldInc.* Cameco Corporation* Potash Corp. of Saskatchewan, Inc. Yamana Gold, Inc. Agnico Eagle Mines Limited Peabody Energy Corp. Agrium Inc. Golden Minerals Company Cliffs Natural Resources Inc. Pacific Rubiales Energy Corp. Finning International Inc.

AngloGold AshantiLtd. Anglo American plc Gold Fields Ltd. Rio Tinto plc BHP Billiton Limited

*ALSO DISCLOSED BY ABX

SHAREHOLDER WEALTH AND BUSINESS PERFORMANCE

Analysis for the year ended 12/31/2013. Performance measures, except ROA and ROE, are based on the weighted average of annualized 1, 2, and 3 year data.Compensation figures are weighted average 3-year data calculated by Glass Lewis based on information disclosed by the Company and its peers in their proxy filings. For USpeers, equity awards are normalized using the grant date exchange rate and cash compensation data is normalized using the fiscal year average exchange rate.

Equilar peers are updated in January and July. Peer data is based on public information, as well as information provided to Equilar during its open submission periods. The“Peers Disclosed by Company” data is based on public information only. Glass Lewis may exclude certain peers from the Pay for Performance analysis based on factors suchas trading status and/or data availability. For details of exclusion criteria, go to: www.glasslewis.com. For more information about Equilar peer groups, go to: www.equilar.com


http://www.glasslewis.com/resources/pay-for-performance/

http://www.equilar.com

1.00: ELECTION OF DIRECTORS

PROPOSAL REQUEST: Election of twelve directors RECOMMENDATIONS & CONCERNS:PRIOR YEAR VOTE RESULT: N/A FOR- Birchall C.

Cisneros G.Goodman N.Harvey J.Lockhart N.Moyo D.Munk A.Naylor D.Shapiro S.Sokalsky J.Thornton J.Thrasher E.

NOT UP- None

ELECTION METHOD: Majority w/ Resignation Policy

BOARD OF DIRECTORS

NAME UP AGE GLASS LEWISCLASSIFICATION

COMPANYCLASSIFICATION

OWNERSHIP** COMMITTEES TERMSTART

TERMEND

YEARSON

BOARDAUDIT COMP GOV NOM

Charles W. D. Birchall* 71 Insider 1 Not Independent Yes 1984 2014 30

Jamie C. Sokalsky* ·CEO 56 Insider 2 Not Independent Yes 2012 2014 2

John L. Thornton* ·Chairman 60 Insider 3 Not Independent Yes 2012 2014 2

Anthony Munk* 53 Affiliated 4 Not Independent Yes 1996 2014 18

Gustavo A. Cisneros 68 Independent Independent No C C 2003 2014 11

Ned Goodman* 76 Independent Independent Yes 2014 2014 0

J. Brett Harvey* 63 Independent 5 Independent Yes C 2005 2014 9

Nancy H.O. Lockhart 59 Independent Independent No 2014 2014 0

Dambisa Moyo 45 Independent Independent No 2011 2014 3

David Naylor 59 Independent Independent Yes 2014 2014 0

Steven J. Shapiro 61 Independent Independent Yes C 2004 2014 10

Ernie L. Thrasher 59 Independent Independent No 2014 2014 0

C = Chair, * = Public Company Executive, = Withhold or Against Recommendation

Executive vice chairman. 1.President and CEO. 2.Chairman. 3.Son of Peter Munk, the Company's founder and former co-chairman (effective as of the 2014 annual meeting). 4.Lead director. 5.

**Percentages displayed for ownership above 5%, when available


NAME ATTENDED AT

LEAST 75%OF

MEETINGS ADDITIONAL PUBLIC COMPANY DIRECTORSHIPS

Charles W. D. Birchall Yes (1) Rogers Communications Inc.

Jamie C. Sokalsky Yes None

John L. Thornton Yes (2) China Unicom Ltd; Ford Motor Company

Anthony Munk Yes (1) Cineplex Inc.

Gustavo A. Cisneros Yes None

Ned Goodman N/A (2) Dundee Corporation; Dream Unlimited Corporation

J. Brett Harvey Yes (2) CONSOL Energy Inc.; Allegheny Technologies Incorporated

Nancy H.O. Lockhart N/A (3) Loblaw Companies Limited; Gluskin Sheff & Associates Inc.; Atrium Mortgage InvestmentCorporation

Dambisa Moyo Yes (2) SABMiller plc; Barclays plc

David Naylor N/A None

Steven J. Shapiro Yes (1) Asia Resource Minerals plc

Ernie L. Thrasher N/A None

MARKET PRACTICE

INDEPENDENCE AND COMPOSITION ABX* REQUIREMENT BEST PRACTICE

Independent Chairman No Yes1 Yes3

Board Independence 67% 50%1 66.6%3

Audit Committee Independence 100%; Independent Chair 100%2 100%3

Compensation Committee Independence 100%; Independent Chair 100%1 100%3

Nominating Committee Independence 100%; Independent Chair 100%1 100%3

Percentage of women on board 17% N/A N/A

Directors' biographies Management Information Circular; Page 11

* Based on Glass Lewis Classification

National Policy 58-201 Corporate GovernanceGuidelines

1. National Instrument 52-110 2.Canadian Coalition for Good Governance 3.

GLASS LEWIS ANALYSIS

We believe shareholders should be mindful of the following:

MAJORITY VOTING

In October 2012 the TSX adopted a "comply or explain" majority voting requirement for the election of directors applicableto all TSX-listed companies. This requirement was expanded on February 13, 2014, when the TSX announced thatmajority voting would be mandatory for companies with fiscal year ends of June 30, 2014 or later. The new policy requiresthat directors who receive less than majority support for their election tender their resignation to the board; the board willultimately determine whether or not to accept the resignation, but “shall accept the resignation absent exceptionalcircumstances.” While the Company is not required to adopt a majority voting policy due to its fiscal year end date, wenote that the board has adopted a majority voting resignation policy. Although Glass Lewis prefers a "true majority" votingpolicy, whereby a director must stand down regardless of the board's determination with regard to a director’s tenderedresignation, we recognize that the adoption of a resignation policy is standard practice in Canada.

VOTE RESULTS FROM THE 2013 ANNUAL MEETING

An unprecedented reaction to a Canadian say-on-pay vote occurred last year when shareholders voted against theCompany's 2012 executive compensation package with a mere 14.8% of shareholders voting in favor of the plan. Anoverwhelming majority of shareholders expressed their dissatisfaction with the Company's pay practices, which includedexcessive sign-on and severance payments to its incoming co-chairman and outgoing CEO in the range of $11 million


http://www.glasslewis.net?company_Id=5814














each and an approximate 150% base salary increase to the Company's then-serving chairman. In consideration of suchactions, shareholders also sent a message to the compensation committee with all of the committee members, Messrs.Cisnero, Harvey and Shaprio, receiving more than 26% withhold votes. Furthermore, Messrs. Peter Munk and JohnThornton, designated co-chairmen and recipients of the compensation benefits, received higher withhold votes ascompared to previous years with approximately 16% withhold votes.

We also note that Messrs. Birchall, Mulroney and Anthony Munk all received approximately 23% withhold votes fromshareholders. We believe these withholds votes were in response to ongoing governance concerns regarding the board'soverall independence and Mr. Mulroney's board memberships. As noted in the Company's Management InformationCircular, Mr. Mulroney has determined that he will resign from the board effective as of the 2014 annual meeting.

PAY-FOR-PERFORMANCE CONCERNS

Our pay-for-performance analysis indicates that the Company has been deficient in aligning pay with performance. Themembers of the compensation committee have the responsibility of reviewing all aspects of the compensation program forthe Company's executive officers; in our opinion, the committee may not be effectively serving shareholders in thisregard. Based on our analysis of the Company's overall executive compensation policies and disclosure in Proposal 3,and in light of the significant changes made to the Company's executive compensation program during the year, werefrain from recommending to withhold votes from members of the compensation committee at this time. However, if theCompany continues to receive a deficient grade in our pay-for-performance model, indicating an ongoing failure to alignpay with performance, we will consider holding the compensation committee members responsible.

LEGAL AND REGULATORY ACTIONS

As discussed in previous Proxy Papers, the Company has several ongoing legal proceedings regarding environmentalconcerns, mining licenses and other business disputes. The claims have been filed in the state of Nevada, the Philippines,Pakistan, the Dominican Republic, Chile and Argentina. As one of the world's largest gold producers, the Company isfrequently subjected to criticisms of its global environmental performance and ethical mining policies.

Specifically, the Company has experienced several setbacks to its Pascua-Lama Project in regards to operational andenvironmental management issues. Of particular note, the Supreme Court of Chile upheld a decision by the CopiapoCourt Appeals that required the Company to suspend construction activities until it completes a water managementsystem in compliance with environmental permits of Chile's Superintendence of the Environment. The rulings were madein connection to a constitutional rights protection action filed on September 28, 2012 by four indigenous communities,which sought suspension of the site construction until all environmental obligations had been fulfilled. As disclosed in apress release on September 26, 2013, the Company has submitted a plan to Chilean regulatory authorities regardingcompletion of the water management system with projected completion by the end of 2014.

While we do not believe that these actions present a serious risk at this time, a growing focus on responsible investing andenvironmental awareness could present a reputational risk for the Company, potentially impeding its ability to retain andacquire mining rights. However, as previously noted, the Company has taken steps to address these issues byestablishing a corporate responsibility advisory board in 2012, which provides external advice and guidance on theCompany’s global CSR performance and evolving best practices in CSR, in addition to, the corporate responsiblitycommittee of the board. It has also incorporated social corporate responsibility into its incentive arrangements forexecutives.

PETER MUNK'S RETIREMENT AND BOARD RENEWAL

On December 4, 2013, the Company announced in a press release that Peter Munk, the Company's founder andchairman, would be retiring at the 2014 annual shareholder meeting. After splitting the chairman position betweenMessrs. Munk and Thornton at last year's annual meeting, Mr. Thornton will assume the lead chairman position at thisyear's annual meeting. In addition to the executive leadership transition, two directors (Messrs. Beck and Mulroney) alsoannounced their retirement from the board effective at that the annual meeting. Further, the Company announced thatdirector Franklin, who served as the chair of the corporate governance and nominating committee, and director Cartyresigned from the board with immediate effect on December 17, 2013.

In light of the director resignations, the board has nominated four new directors, Messrs. Goodman, Naylor and Thrasherand Ms. Lockhart. The Company notes that if the nominees are elected the proportion of independent directors serving onthe board will increase to two-thirds. As previously mentioned, this alleviates our concerns regarding the board's overallindependence, which has been an on-going concern for the past few years.

COMMITTEE COMPOSITION

Following the resignation of Howard Beck from the board at this year's annual meeting, there will only be two directors


http://www.barrick.com/investors/news/news-details/2013/Chilean-Supreme-Court-Issues-Ruling-on-Pascua-Lama/default.aspx

http://www.barrick.com/investors/news/news-details/2013/Barrick-Founder-and-Chairman-Peter-Munk-to-Retire-at-2014-AGM-John-Thornton-to-Assume-Chairmanship/default.aspx

http://www.barrick.com/investors/news/news-details/2013/Change-to-Board-of-Directors/default.aspx

Following the resignation of Howard Beck from the board at this year's annual meeting, there will only be two directorssitting on the audit committee. We believe that a committee with responsibilities as crucial as those of the audit committeeshould have a minimum of three members to perform its function to shareholder satisfaction. In addition, given the amountand importance of the work to be done by this committee, we do not believe the duties can be properly fulfilled by fewerthan three directors. Therefore, we encourage the board to appoint an independent director to replace Mr. Beck as amember of the audit committee as soon as is practicable.

As noted in the Company's Management Information Circular, the corporate governance and nominating committeereviews the composition of the committees and recommends committee members and chairs for board approval.Following the annual meeting, the composition of each committee will be reviewed in light of the four new directorappointments. In addition, committee composition will adhere to the changes implemented in the Company's corporategovernance guidelines, which state that the audit, corporate governance and nominating and compensation committeeswill be composed entirely of independent directors and all other committees of a majority of independent directors fromand after the 2014 annual meeting.

RECOMMENDATIONS

Having reviewed the nominees, we do not believe there are substantial issues for shareholder concern.

Accordingly, we recommend that shareholders vote FOR all nominees.

The Company discloses the following biographical information for directors Ned Goodman, Nancy H.O. Lockhart, David Naylor and Ernie L. Thrasher,each of whom joined the board during the past year:Ned Goodman is Director, President and Chief Executive Officer of Dundee Corporation, an independent asset management company focused in theareas of real estate and infrastructure, energy, resources and agriculture. Mr. Goodman is founder and benefactor of the Goodman Institute ofInvestment Management, a graduate school for investment management at Concordia University, and the Goodman School of Mines at LaurentianUniversity. He is the Chancellor of Brock University in Ontario, Chairman Emeritus of the Canadian Council of Christians and Jews, a Vice-President ofMaccabi Canada, a Governor of Junior Achievement of Canada and a Trustee of the Fraser Institute. Mr. Goodman is also a founding director of theRoasters Foundation, Jodamada Foundation and Dynamic Fund Foundation. Mr. Goodman holds an undergraduate degree in geology from McGillUniversity and a master’s degree in business administration from the University of Toronto.Nancy H.O. Lockhart is a Corporate Director. She was the Chief Administrative Officer of Frum Development Group, a property development andmanagement company, from 1995 to September 2013. Ms. Lockhart is a director of the Centre for Addiction and Mental Health Foundation and theCanada Merit Scholarship Foundation. She is a past director of the Canada Deposit Insurance Corporation.David Naylor is President Emeritus of the University of Toronto, Canada’s largest academic institution. President from 2005 to October 2013, Dr. Naylorwas previously the Dean of the Faculty of Medicine of the University. From 2010 to 2011, he served on the Independent Panel on Federal Support toResearch and Development of the Government of Canada. Dr. Naylor is a fellow of the Royal Society of Canada, a foreign associate of the U.S. Instituteof Medicine, and an Officer of the Order of Canada. He has been a board member for several hospitals, foundations, and professional associations. Dr.Naylor holds a medical degree from the University of Toronto and a doctorate in social and administrative studies from Oxford University, where he wasa Rhodes Scholar.Ernie L. Thrasher is the founder, Chief Executive Officer and Chief Marketing Officer of Xcoal Energy & Resources, a global coal products supplier. Heis the former President of AMCI Export Corporation and Executive Vice- President, Marketing of AMCI International (both coal products suppliers). Mr.Thrasher is also a director on the National Committee on United States- China Relations.


2.00: APPOINTMENT OF AUDITOR AND AUTHORITY TO SET FEES

PROPOSAL REQUEST: Ratification of PricewaterhouseCoopers RECOMMENDATIONS & CONCERNS:PRIOR YEAR VOTE RESULT: 97.1%; Approved FOR- NO CONCERNS

BINDING/ADVISORY: Binding

REQUIRED TO APPROVE: Majority of votes cast

AUDITOR OPINION: Unqualified

AUDITOR FEES 2013 2012 2011

Audit Fees: $11,100,000 $10,000,000 $10,000,000 Audit-RelatedFees:

$800,000 $600,000 $600,000

Tax Fees: $900,000 $1,100,000 $1,100,000 All Other Fees: $100,000 $100,000 $100,000 Total Fees: $12,900,000 $11,800,000 $11,800,000

Auditor: PricewaterhouseCoopers

PricewaterhouseCoopers

PricewaterhouseCoopers

Years Serving Company: 30 Restatement in Past 12 Months: No


The fees paid for non-audit-related services are reasonable and the Company discloses appropriate information aboutthese services in its filings.

Accordingly, we recommend that shareholders vote FOR the ratification of the appointment of PricewaterhouseCoopersas the Company's auditor for fiscal year 2014.


3.00: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL REQUEST: Approval of Executive Pay Package PAY FOR PERFORMANCEGRADES:

FY 2013FY 2012FY 2011

PRIOR YEAR VOTE RESULT: 14.8%; Failed RECOMMENDATION: FOR

STRUCTURE: Fair

DISCLOSURE: Fair

PROGRAM FEATURES 1

POSITIVE

LTIP performance-basedSTIP performance-basedSTI-LTI payout balanceNo single-trigger CIC benefitsAnti-Hedging PolicyExecutive stock ownership guidelines for NEOs

NEGATIVE

Disconnect between pay and performanceInsufficient disclosure with respect to LTIPperformance goalsLargely discretionary bonuses granted toCo-ChairmanNo clawback policy*

1 Both positive and negative compensation features are ranked according to Glass Lewis' view of their importance or severity

* Positive changes have been made regarding this feature during the past year making it no longer a concern going forward

SUMMARY COMPENSATION TABLENAMED EXECUTIVE OFFICERS BASE SALARY BONUS & NEIP EQUITY AWARDS TOTAL COMP

Jamie C. Sokalsky President and CEO $1,359,260 $849,538 $5,065,760 $7,736,960

Peter Munk Chairman $2,427,250 - $1,379,515 $3,911,660

John L. Thornton Co-Chairman $2,500,000 $6,250,000 - $9,458,495

Kelvin P.M. Dushnisky Senior Executive Vice President $1,054,397 $527,199 $2,455,989 $4,374,749

Ammar Al-Joundi Executive Vice President and CFO $825,265 $412,633 $1,922,275 $3,412,623

CEO SUMMARY 2013

JAMIE C. SOKALSKY2012

JAMIE C. SOKALSKY2011

AARON W. REGENT

Total CEO Compensation $7,736,960 $11,364,398 $9,304,1091-year TSR -45.0% -23.1% -12.4%

CEO to Avg NEO Pay 1.5:1 1.3:1 1.9:1CEO to Peer Median * N/A N/A N/A

Fixed/Perf.-Based/Discretionary ** 20.1% / 62.8% / 17.1% N/A N/A

* Calculated using Company-disclosed peers. ** Percentages based on the CEO Compensation Breakdown values.

CEO to Avg NEO Pay: 1.46: 1


CEO COMPENSATION BREAKDOWN

FIXEDCash $1.5M

Salary $1.4MBenefits / Other $131,082

Total Fixed $1.5M

PERFORMANCE- BASED

Cash $0.8MAnnual Performance Incentive (STI) $849,538

Target/Maximum 125% of base salary / 250% of base salary

Metrics

Reserve Replacement, Corporate SocialResponsibility, Number of Minor Spills &Incidents, Major Permit Compliance,Barrick/ISO 14000 EnvironmentalManagement, Exploration and CorporateDevelopment, Adjusted Free Cash Flow,Return on Capital, Gold (Total Cash Cost/oz),Adjusted EBITDA, Gold Production, Copper(C1 Cash Cost/oz), Security and HumanRights Principles, Copper Production, CapitalProjects, Total Recordable Injury FrequencyRate

Performance Period 1 yearAdditional Vesting / Deferral Period -

PSUs $3.8MLong-Term Incentive Plan (LTI) $3.8M

Target/Maximum 196,722 shares / 393,444 shares

Metrics Adjusted Free Cash Flow, Adjusted EBITDA,TSR

Performance Period 3 yearsAdditional Vesting / Deferral Period -

Total Performance-Based $4.6M

TIME-VESTING/ DISCRETIONARY

RSUs $1.3MLong-Term Incentive Plan (LTI) $1.3M

Vesting / Deferral Period 3 years (cliff)

Total Time-Vesting/Discretionary $1.3M

Awarded Incentive Pay $5.9M Total Pay Excluding change in pension value and NQDCE $7.4M

PEER GROUP REVIEW 1

The Company uses one peer group for setting pay levels.

Mining Peer Group

This peer group consists of 12 companies. The group consists: Anglo American plc, Anglo Gold Ashanti Ltd., BHP Billiton plc, Cameco Corp.,Freeport McMoran Copper & Gold Inc., Goldcorp Inc., Gold Fields Ltd., Kinross Gold Corp., Newmont Mining Corp., Rio Tinto Ltd., Teck ResourcesLtd. and Glencore Xstrata plc.. The Company benchmarks total direct compensation (base salary and all at-risk compensation) to the 50th to 75thpercentile of this peer group.


EXECUTIVE COMPENSATION STRUCTURE - SYNOPSIS

FIXED Base salaries did not increase significantly during the past fiscal year. A one-year base salaryfreeze has been implemented for NEOs in 2014.

SHORT-TERMINCENTIVES

ANNUAL PERFORMANCE INCENTIVE

AWARDS GRANTED (PAST FY) Cash

TARGET PAYOUTS 125% of base salary for the CEO and 100% of base salary for each otherNEO

MAXIMUM PAYOUTS 250% of base salary for the CEO and 200% of base salary for each otherNEO

ACTUAL PAYOUTS 63% of base salary for the CEO and 50% of base salary for each other NEO

Performance is measured over one year.

Metrics below account for 60% of incentive awards with the remaining 40% based on individual performance. Thepayout formula for 2013 awards was: (Base Salary) x (Annual Performance Incentive Target) x {(CompanyPerformance) + (Individual Performance)}

The compensation committee exercised negative discretion to 2013 awards due to poor share performance in 2013,shareholder expectations and prevailing business conditions by applying a simplified payout formula: (Base Salary) x(Annual Performance Incentive Target) x 50%. As compared to results of the 2013 performance metrics, thesimplified formula decreased actual payouts by 50%.

Messrs. Munk and Thornton, the Company's co-chairmen, do not have target incentives under the plan. However,Mr. Thornton received an annual bonus of $1,250,000, equivalent to 50% of his base salary, based on personalperformance in assessment of his efforts in (i) Developing strategic alternatives for the future; (ii) Execution oftransformational strategy; and (iii) Stakeholder relationships.

METRICSFOR

LICENSETO

OPERATE(25%)

TOTALRECORDABLE

INJURYFREQUENCY

RATE

SECURITYAND

HUMANRIGHTS

PRINCIPLES

MAJORPERMIT

COMPLIANCE

CORPORATESOCIAL

RESPONSIBILITY

BARRICK/ISO14000

ENVIRONMENTALMANAGEMENT

Absolute Absolute Absolute Absolute Absolute

Weighting 5% 5% 5% 5% 2.5%

ThresholdPerformance 0.76 <70% Qualitative

Assessment

100% AverageSite CSR

performancetargets

>3

TargetPerformance 0.69 75% to 80% N/A N/A 2

MaximumPerformance 0.62 >90% N/A N/A 0

ActualPerformance 0.64 98% 25% 109% 1.7

NUMBER OF

MINOR SPILLS& INCIDENTS

Absolute

Weighting 2.5%

ThresholdPerformance 85

TargetPerformance 64

MaximumPerformance 58

ActualPerformance >58 (100%)


METRICS FORFINANCIAL

DISCIPLINE (25%)

ADJUSTED FREECASH FLOW ADJUSTED EBITDA RETURN ON

CAPITAL

Absolute Absolute Absolute

Weighting 10% 10% 5%

ThresholdPerformance -$4,024M $3,680M 6.8%

Target Performance -$2,920M $5,257M 11.4%

MaximumPerformance -$1,816M $6,835M 16.1%

Actual Performance -$1,142M $5,824M 12.5%

METRICS FORINVEST IN THEFUTURE (30%)

CAPITALPROJECTS

EXPLORATION ANDCORPORATE

DEVELOPMENT

RESERVEREPLACEMENT

Absolute Absolute Absolute


ThresholdPerformance

Assessment ofactual spendingand progress vs

budget andschedule

Assessment ofQualitative Objectives 7.75

Target Performance N/A N/A 9.12

MaximumPerformance N/A N/A 9.58

Actual Performance Did Not MeetObjective (0%) Met Objectives (100%) Did Not Meet

Threshold (0%)

METRICS FOROPERATIONAL

EXCELLENCE (20%)

GOLD

(TOTALCASH

COST/OZ)

GOLDPRODUCTION

COPPER(C1 CASHCOST/OZ)

COPPERPRODUCTION

Absolute Absolute Absolute Absolute

Weighting 8% 8% 2% 2%

ThresholdPerformance 761 5.64 3.02 323

Target Performance 634 7.05 2.16 538

MaximumPerformance 507 8.45 1.30 753

Actual Performance 566 7.17 1.92 539

LONG-TERM

LONG-TERM INCENTIVE PLAN

AWARDS GRANTED (PAST FY) PSRUs (75%) and RSUs (25%)

TARGET PAYOUTS PSRUs: 196,722 shares for the CEO and between 74,649 and95,375 shares for each other NEO

MAXIMUM PAYOUTS PSUs: 393,444 shares for the CEO and between 149,298 and190,750 shares for each other NEO

TIME-VESTING PAYOUTS RSUs: 65,574 shares for the CEO and between 24,883 and31,792 shares for each other NEO

TSR performance is measured over three years, while free cash flow and EBITDA are evaluatedannually over the 3 year period.

RSU awards vest over three years.

Payouts are capped at 100% of the total target number of PRSUs if the Company's TSR is negative.The peer group for TSR consists of: AngloGold Ashanti Ltd., Agnico Eagle mines Ltd., Goldcorp Inc.,Kinross Gold Corporation, Newcrest Mining Ltd., Newmont Mining Corp. and Yamana Gold Inc.

In 2013, the Company eliminated the granting of stock options to NEOs and granted 25% of awardsas RSUs and 75% as PRSUs. Going forward, 100% of awards will be performance-based.

Messrs. Munk and Thornton do not have target incentives under the plan. However, Mr. Munk wasgranted an award of 71,429 RSUs and Mr. Thornton received a special long-term incentive award of


LONG-TERMINCENTIVES

granted an award of 71,429 RSUs and Mr. Thornton received a special long-term incentive award of$5.0 million, in cash, to be used to purchase shares. Mr. Thornton's award was based on the sameperformance criteria mentioned under the STI plan.

METRICS FORPRSUS

TSR ADJUSTED FREECASH FLOW

ADJUSTEDEBITDA

Relative Absolute Absolute


ThresholdPerformance

12.5% belowmarket capweightedaverage

20% below target 20% below target

TargetPerformance

Equal tomarket capweightedaverage

N/D N/D

MaximumPerformance

20% abovemarket capweightedaverage

20% above target 20% above target

ActualPerformance N/D N/D N/D


This proposal seeks shareholder approval of a non-binding, advisory vote on the Company's executive compensation.Glass Lewis believes firms should fully disclose and explain all aspects of their executives' compensation in such a waythat shareholders can comprehend and analyze the company's policies and procedures. In completing our assessment,we consider, among other factors, the appropriateness of performance targets and metrics, how such goals and metricsare used to improve Company performance, the peer group against which the Company believes it is competing, whetherincentive schemes encourage prudent risk management and the board's adherence to market best practices.Furthermore, we also emphasize and evaluate the extent to which the Company links executive pay with performance.

STAKEHOLDER ENGAGEMENT

Following the abysmal support from shareholders at last year's annual meeting, the board and compensation committeeembarked on a comprehensive review of its approach to executive compensation. An important aspect of that processwas shareholder engagement. Over the course of the year, the Company reported that it had engaged with shareholdersrepresenting over 30% of the Company's outstanding common shares. In those sessions, the Company sought to solicitopinions on executive compensation and corporate governance practices, and to incorporate those perspectives in thecompensation structure redesign. Furthermore, the Company stated during a Glass Lewis Proxy Talk on April 22, 2014that it was committed to an on-going shareholder engagement process and looks forward to expanding its outreachprocess with more of its shareholders.

OVERALL STRUCTURE : FAIR

2013 Transitional Changes As discussed in the Company's Management Information Circular, the executive compensation structure was in a state oftransition during 2013 as the compensation committee prepared to release a new program in 2014 (described in detailbelow). Specific actions taken during the course of the past year consisted of: (i) implementing a clawback policy forincentive compensation; (ii) increasing the percentage of long-term incentive awards tied to performance from 50% to75%; (iii) eliminating the grant of stock options to NEOs; and (iv) increasing RSU vesting from 30 months (2.5 years) to 3years. In addition, the compensation committee exercised its discretion to reduce NEO annual bonuses paid in 2013 bymore than 50% in light of the misalignment between the Company's scorecard assessment of Company performance andshareholder experience during 2013. Further, the compensation committee implemented a freeze on NEO base salariesfor 2014. While these changes certainly represent positive changes that will better align executive and shareholders'interests, we nonetheless have several concerns with the structure of the Company's compensation programs, asdiscussed below.

Similar Performance Conditions As detailed above, the Company utilized a performance scorecard to assess the Company's performance over the pastyear with weights of each metric varying from 2% to 15%. We note that adjusted EBITDA and adjusted free cash flow


each had a weight of 10% under the STI, which represented 20% of the overall STI performance criteria, while the samemetrics were used under the LTI plan at a weight of 25% each, which amounted to 50% of the LTI payout consideration.Therefore, a portion of the Company's short- and long-term incentive arrangements are based on similar metrics, whichallows for a high level of pay-out (or lack thereof) for hitting similar targets. We believe the best compensation policies arebased on a variety of performance metrics with appropriate weightings, which better gauge a Company's overall financialhealth and performance. It remains unclear as to whether the Company has addressed this overlap of performanceconditions with its new short- and long-term incentive plans, as specific weightings for short-term goals have not yet beendisclosed. As such, we believe the Company should structure its new plans such that short- and long-term awards are notbased on substantially similar performance targets.

Unchallenging Performance Targets Under the LTI plan, the Company states that performance awards are capped at 100% of the total target if the Company'sTSR is negative, even if it exceeds its peers. However, if the Company's TSR remains positive, executives becomeeligible to receive awards even if the Company's relative metrics are below the 50th percentile of the designated peergroup over the performance period. As such, NEOs are rewarded even if the Company underperforms the market. Webelieve incentive plans should at the very least require performance at the benchmark median before rewarding NEOs.We note that TSR has been eliminated as a performance condition in the Company's 2014 long-term incentive plan.

No Clawback Provision in 2013The Company's incentive plans previously lacked a clawback provision, whereby any bonus awarded may be recoupedby the Company in the event of material fraud or misconduct by the recipient of a bonus award. We believe emerging bestpractice has come to promote the use of clawback provisions to safeguard against the receipt of unwarranted bonusesand to similarly encourage executives and senior management to take a more comprehensive view of the risk whenmaking business decisions. However, we note that the Company discloses in its proxy statement, and reiterated during aGlass Lewis Proxy Talk on April 11, 2014, that it adopted a clawback policy for future incentive compensation in February2014, which is applicable to the Company's chairman and certain other executive officers.

Executive Chairman Compensation As noted in the Company's proxy statement, Messrs. Munk and Thornton do not have target incentives under the annualperformance incentive or the long-term incentive plan. Rather, incentive awards are granted based on the compensationcommittee's assessment of their overall individual performance. During 2013, Mr. Munk received an RSU award valued atapproximately $1.4 million based on considerations of his overall leadership, and board and chairman accountabilites. Incomparison, Mr. Thornton received a special long-term incentive award valued at $5.0 million in addition to an annualbonus outside of the AIP of $1.25 million. The compensation committee stated that it appropriately awarded Mr. Thorntonbased on the assessment of his progress in advancing initiatives in three areas: (i) developing strategic alternatives forfuture growth; (ii) execution of transformational strategy; and (iii) stakeholder engagement. While the compensationcommittee considers Mr. Thornton's contributions to the Company in determining these awards, in effect, the payouts arediscretionary, with no performance formula or pre-established conditions by which to judge performance.

We note that each of the Company's other NEOs are subject to maximum payments under incentive plans and arebeholden to achievements of quantifiable performance criteria, and that Mr. Thornton's compensation structure, or lackthereof, is highly irregular when compared to executives compensated at a similar level. It is therefore difficult forshareholders to evaluate if the payments are indeed linked to performance, a particular concern given the quantum ofcompensation awarded to Mr. Thornton. We believe that, going forward, the Company should include Mr. Thornton underits already-existing incentive schemes with clear definitions of maximum potential incentive payouts with awards that aresubject to quantifiable and pre-determined performance criteria or, at a minimum, provide greater rationale for not doingso.

Compensation Consultant During the past fiscal year, the Company paid its compensation consultant, Towers Watson, $390,048 for executivecompensation-related consulting services and $561,241 for all other services. Shareholders should be concerned that thefees paid for non-compensation-related services exceed those paid for compensation-related services. Compensationconsultants are engaged to provide objective, disinterested, expert advice to the compensation committee. When theconsultants receive substantial income from providing other services to the Company, a conflict of interest arises and theobjectivity of the consultant can reasonably be questioned. It is crucial that compensation consultants are not beholden tomanagement due to compensation they received for non-compensation-related work.

2014 Plan Structure As previously mentioned, the Company has spent the last year reviewing compensation programs and soliciting opinionsfrom shareholders in an effort to reconstruct its executive compensation program for 2014. In its Management InformationCircular, and as discussed during a Glass Lewis Proxy Talk on April 11, 2014, the Company outlined some of thechanges to its compensation program. Specifically, all of the awards granted under the Company's short- and long-term


incentive plans will be based on performance scorecards with quantitative and qualitative metrics. Some of the otherhighlights and perceived concerns are detailed below.

Under the 2014 annual performance incentive plan ("2014 AIP"), the Company has maintained its performance scorecardevaluation, but has tailored the performance objectives applied to each NEO to suit their executive position. Payouts willcontinue to be subject to a payout calculation, (Base Salary) x (Annual Performance Incentive Maximum) x (ScorecardPerformance Weighting), but the performance weighting range has changed from 0% to 200% to 0% to 100%. Inconnection with such change, the annual performance incentive multiplier of the payout formula has been amended tomaximum rather than the former target payout, with the maximum achievable payout set to no more than 300% of basesalary, depending on the executive position. If we assume that the Company's CEO would be eligible for the highestpayout as a percentage of base salary, we note that target payout under the 2014 AIP would increase from 125% to 150%of base salary and that maximum payouts would increase from 250% to 300% of base salary. Therefore, although basesalaries will not increase in 2014, the NEOs eligible payouts at target and maximum are higher under the newly designedshort-term incentive plan.

The most significant change to the Company's executive compensation can be seen in the Company's new 2014performance granted share unit plan (the "2014 PGSU plan"). Under the plan, all awards will be subject to performancecriteria based on a scorecard rating to generate a performance factor between 0% and 100%. The performance factor willthen be multiplied by the NEOs payout as a percentage of base salary, which will range from 1 to 6 times base salarydepending on the executive position. Once the payout is determined, NEOs will receive a PGSU grant with a holdingperiod of three years, after which time the NEOs must use the long-term award to purchase shares of the Company'scommon stock on the open market, and hold such shares until their termination from the Company or retirement. In thecase that a participant leaves the Company for employment with a competitor, there will be an additional two-year holdingperiod following the date of termination. We also note that the Company has adopted an anti-hedging and pleging policy,which will ensure that executives remain linked to the performance of all shares purchased through the 2014 PGSU planfor the long-term. Under this very unique long-term plan, executives' interests will certainly be aligned with the interests ofshareholders, as they continue to accumulate an interest in the Company throughout the duration of their employment.

While we recognize that NEOs will not realize the value of the awards until they leave the Company, we are somewhatconcerned with the fact that the 2014 PGSU Plan has (i) a reduced performance period from three-years, utilized underthe Company's current long-term incentive plan, to a one year performance assessment; and that (ii) to the best of ourknowledge, there is no relative performance metric under the new plan. Moreover, many of the metrics on the LTIscorecard are similar to the metrics proposed under the AIP scorecard. For instance, free cash flow, license to operateand people development are metrics explicitly listed on both scorecards, while other metrics such as capital projectperformance and strategic execution under the LTI scorecard, which are assessed upon the compensation committee'sjudgement, have similar characteristics to production, project cost and schedule, growth through resource reserveadditions and portfolio management on the AIP scorecard. However, as noted above, the Company has not providedspecific weightings for performance targets under the new AIP scorecard, leaving us unable to determine whether there issignificant overlap of these targets.

OVERALL DISCLOSURE : FAIR

We note the following concern with the Company's disclosure with regard to its compensation policies and procedures:

Performance Goals Not Disclosed The Company has failed to provide a clear description of target goals under the LTI plan. We believe clearly definedperformance targets are essential for shareholders to fully understand and evaluate the Company's procedures forquantifying performance into payouts for its executives.

Disclosure of Payout Potential We note that the Company has altered its disclosure practices regarding incentive ranges under its long-term incentiveplan. Last year, the Company provided information detailing potential payments under the LTI as a percentage of basesalary. To the best of our knowledge, the Company has eliminated such disclosure in favor of disclosing threshold, targetand maximum payouts in terms of number of shares. Given that the Company had increased the LTI incentive ranges lastyear, we believe the Company should continue to disclose LTI payments in relation to base salary in order to provideshareholders with a consistent year-over-year range of potential payouts.

2013 PAY FOR PERFORMANCE : D

The Company has been deficient in linking executive pay to corporate performance, as indicated by the "D" gradereceived by the Company in Glass Lewis' pay-for-performance model. A properly structured pay program should motivateexecutives to drive corporate performance, thus aligning executive and long-term shareholder interests. In this case, the


Company has not implemented such a program. Furthermore, we note that the Company has had a history of misaligningpay and performance, as indicated by our past Proxy Papers. In our view, shareholders should be deeply concerned withthe compensation committee's sustained failure in this area.

CONCLUSION

Shareholders were clearly disappointed with the Company's compensation practices at last year's annual meeting, asevinced by 85% of shares voting against its say-on-pay proposal, the highest vote against ever for a Canadian say-on-payproposal. The Company was not performing well, had significant turnover and was awarding exorbitant sign-on andseverance payments to individuals in the range of $11 million. Following such a controversial and lackluster year, it was ofthe utmost importance that the Company introduce sufficient change to its executive compensation program to regain theconfidence of shareholders. At the onset of the year, the Company engaged with shareholders for perspectives on itscompensation program, and through that engagement adjusted its executive compensation for 2013 and developed a newprogram for 2014.

Some of the changes implemented during 2013 included an increase in the percentage of performance-based awardsunder the long-term incentive plan from 50% to 75%, the elimination of stock option grants, and most notably, a reductionin bonus payouts. Upon assessment of the Company's actual performance, which was determined to be slightly overtarget based on the Company's annual incentive plan scorecard, negative discretion was applied in order to reduce bonuspayments by 50% in an effort to align payouts with shareholders' experience. As indicated by our pay-for-performanceanalysis, while still lagging, these efforts also helped better align the Company's CEO pay with that of peers.

However, our main concern with the Company's compensation program continues to stem from the payments made to itsco-chairman, and soon to be named chairman, Mr. Thornton. While there were no grants of the same magnitude as his2012 award, we note that the Company continued to issue special awards to Mr. Thornton during the year. Specifically,the Company disclosed that Mr. Thornton received a special long-term incentive award valued at $5.0 million. While thecorresponding after tax value of more than $2.9 million was required to be used to purchase Company shares that will besubject to a holding period, we note that this payment was not made under any formal plan. Moreover, while Mr. Thorntonwas not a participant in the Company's annual incentive plan, he still received a bonus payment of $1.25 million, whichwas based on subjective performance criteria and determined at the discretion of the compensation committee. Inaggregate, Mr. Thornton received total compensation of approximately $9.46 million, the highest among the NEOs and22.2% higher than the total compensation for the Company's CEO. We believe that shareholders' interests would bebetter served by granting these significant short- and long-term incentive awards under the Company's establishedperformance programs. We believe that shareholders should rightly question the Company's continued practice ofgranting such large awards that are not demonstrably tied to Company performance. We believe when a Companycompensates a co-chairman or chairman at a level commensurate with or above executive officers, that compensationshould be subject to the same or very similar performance metrics and goals as the executives.

Overall, we recognize that the Company made a concerted effort in 2013 to develop a compensation structure thataligned executive pay to shareholder value and best market practices. For instance, the Company (i) implemented aclawback policy for certain of its NEOs including the chairman, (ii) increased share ownership requirements of executives,(iii) designed a more tailored performance measure for each NEO under the annual incentive plan, and (iv) instituted abase salary freeze for 2014.

The highlight of the Company's recent changes, however, were those coordinated under the Company's long-termincentive plan. The newly-introduced plan is based entirely on performance assessed through a scorecard that includesROIC, dividend payments, free cash flow and other quantitative and qualitative measures of performance to determineaward payouts in the form of PGSUs. Once granted, these awards will be subject to a three-year vesting period, thevested value of which must be used to purchase common shares on the open market. As discussed in a Glass LewisProxy on April 11, 2014, the impetus behind the new structure was a desire to eliminate the dilution concerns associatedwith awarding shares upon vesting. In addition, the Company has imposed a very lengthy additional restriction periodsuch that awards can only be paid out upon retirement or termination. Our preliminary reservation with the plan was theperformance period, which was reduced from a three- to one-year period, however, we believe this concern is offset by theextended holding requirement, which by its nature embeds long-term value into the structure of NEO grants. In addition,we note that the Company is enhancing its transparency practices by releasing the performance measures toshareholders in advance of award payout assessments.

Despite the Company failure to align executive pay with performance, as indicated by our pay-for-performance analysis,we believe the Company has resolved many of the underlying concerns that prompted the low shareholder support andhas designed a new compensation structure that will better align pay with performance. Therefore, while we encourageshareholders to monitor the Company's compensation practices over the next year, and specifically awards granted to Mr.


shareholders to monitor the Company's compensation practices over the next year, and specifically awards granted to Mr.Thornton, we believe the recent changes and newly introduced compensation plans warrant shareholder support for theCompany's executive compensation program at this time.

Accordingly, we recommend that shareholders vote FOR this proposal.


4.00: ADVANCE NOTICE PROVISION

PROPOSAL REQUEST: Adoption of an advance notice policy RECOMMENDATIONS & CONCERNS:PRIOR YEAR VOTE RESULT: N/A FOR- NO CONCERNS

BINDING/ADVISORY: Binding

REQUIRED TO APPROVE: Majority of votes cast

PROPOSAL SUMMARY

The advance notice policy will fix a deadline by which holders of common shares must submit director nominations to theCompany prior to any annual or special meeting of shareholders and sets forth the information that a shareholder mustinclude in the notice to the Company for the notice to be in proper written form.

If approved, the advance notice policy will require that a nominating shareholder's notice to the secretary be made: (a) inthe case of an annual meeting, not less than 30 nor more than 65 days prior to the date of the annual meeting ofshareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that isless than 50 days after the date on which the first public announcement of the date of the annual meeting was made,notice by the nominating shareholder is to be made not later than the close of the 10th business day after the notice datein respect of such meeting; and (b) in the case of a special meeting (which is not also an annual meeting) called for thepurpose of electing directors, not later than the close of business on the 15th day following the day on which the date ofthe special meeting is first announced.

Additionally, to be in proper written form, a nominating shareholder's notice to the secretary of the Company must setforth: (a) as to each person to be nominated for election as a director: (i) the name, age, business address and residentialaddress of the person; (ii) the principal occupation or employment of the person; (iii) the class or series and number ofshares in the capital of the Company which are controlled or which are owned beneficially or of record by the person; and(iv) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular inconnection with solicitations of proxies for election of directors pursuant to the applicable securities laws; and (b) as to thenominating shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant towhich such nominating shareholder has a right to vote any shares of the Company and any other information relating tosuch nominating shareholder that would be required to be made in a dissident’s proxy circular in connection withsolicitations of proxies for election of directors pursuant to the applicable securities laws.

The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordancewith the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with suchprovisions, to declare that such defective nomination shall be disregarded.


Under Canadian securities' law a dissenting shareholder is only required to prepare a circular if they contact more than 15other shareholders prior to the shareholders' meeting. As such, a small group of significant shareholders could potentiallysubmit a new slate of directors to replace a company's current board without the prior release of information regarding thisnew slate of directors. In such situations, a small group of shareholders may effectively take control of a company's boardwithout paying any premium for such control and without issuing a dissident proxy circular, thereby prohibiting othershareholders (if voting by proxy) from evaluating and voting on any directors nominated by the dissident shareholder.

While the use of this form of shareholder action, often referred to as a stealth proxy fight, remains relatively uncommon inpractice, a few recent instances of such action have illustrated the potentially negative impact that a stealth proxy fight canhave. In this case, we consider the proposed advanced notice policy to be reasonable, and recognize that theimplementation of such policy would allow all shareholders to evaluate and vote on any directors nominated for election atthe Company's annual meeting.

Accordingly, we recommend that shareholders vote FOR this proposal.


VOTING RESULTS FROM LAST ANNUAL MEETING (APRIL 24, 2013)

NO. PROPOSAL FOR AGAINST/WITHHELD GLC REC1.01 Elect Howard L. Beck 90.90% 9.10% For 1.02 Elect Charles W. D. Birchall 76.70% 23.30% Withhold 1.03 Elect Donald J. Carty 89.90% 10.10% For 1.04 Elect Gustavo A. Cisneros 73.10% 26.90% For 1.05 Elect Robert M. Franklin 92.60% 7.40% For 1.06 Elect J. Brett Harvey 72.10% 27.90% For 1.07 Elect Dambisa Moyo 91.80% 8.20% For 1.08 Elect Brian Mulroney 76.20% 23.80% Withhold 1.09 Elect Anthony Munk 76.00% 24.00% Withhold 1.10 Elect Peter Munk 82.50% 17.50% For 1.11 Elect Steven J. Shapiro 72.50% 27.50% For 1.12 Elect Jamie C. Sokalsky 88.30% 11.70% For 1.13 Elect John L. Thornton 83.70% 16.30% For 2.00 Appointment of Auditor and Authority to Set Fees 97.10% 2.90% For 3.00 Advisory Vote on Executive Compensation 14.80% 85.20% Against


APPENDIX

Questions or comments about this report, GL policies, methodologies or data? Contact your client service representative or go towww.glasslewis.com/issuer/ for information and contact directions.

DISCLOSURES

Glass, Lewis & Co., LLC is not a registered investment advisor. As a result, the proxy research and vote recommendations included in this report shouldnot be construed as investment advice or as any solicitation, offer, or recommendation to buy or sell any of the securities referred to herein. Allinformation contained in this report is impersonal and is not tailored to the investment strategy of any specific person. Moreover, the content of this reportis based on publicly available information and on sources believed to be accurate and reliable. However, no representations or warranties, expressed orimplied, are made as to the accuracy, completeness, or usefulness of any such content. Glass Lewis is not responsible for any actions taken or nottaken on the basis of this information.

This report may not be reproduced or distributed in any manner without the written permission of Glass Lewis.

DOW JONES SUSTAINABILITY INDEXThe Dow Jones Sustainability World Index, Dow Jones Sustainability North America Index, Dow Jones Sustainability Europe Index and Dow JonesSustainability Asia Pacific Index are a joint product of S&P Dow Jones Indices LLC and/or its affiliates and SAM Sustainable Asset Management AG(“SAM”). Dow Jones® and DJ® are trademarks of Dow Jones Trademark Holdings LLC. UBS® is a registered trademark of UBS AG. S&P® is aregistered trademark of Standard & Poor’s Financial Services LLC. All content of the DJSI World © S&P Dow Jones Indices LLC or its affiliates andSAM Sustainable Asset Management AG.

For information on Glass Lewis' policies and procedures regarding conflicts of interests, please visit: http://www.glasslewis.com/

LEAD ANALYSTS Governance & Compensation: Alicia RitceyCompensation: Jonathan Hansen-Granger


http://www.glasslewis.com/

EQUILAR PEERS VS PEERS DISCLOSED BY COMPANY EQUILAR ABXTeck Resources Limited* Newmont Mining Corporation* Goldcorp Inc.* Kinross Gold Corporation* Freeport-McMoRan Copper & Gold Inc.* Cameco Corporation* Potash Corp. of Saskatchewan, Inc. Yamana Gold, Inc. Agnico Eagle Mines Limited Peabody Energy Corp. Agrium Inc. Golden Minerals Company Cliffs Natural Resources Inc. Pacific Rubiales Energy Corp. Finning International Inc.

BHP Billiton Limited Rio Tinto plc Gold Fields Ltd. Anglo American plc AngloGold Ashanti Ltd.

*ALSO DISCLOSED BY ABX


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