TORONTO – Barrick Gold, under pressure from shareholders seeking changes at the board level, signalled Friday that new leadership is coming, including succession plans for Peter Munk as chairman of the gold miner he founded.
Munk, 86, had already indicated he was preparing to step down from the board, but in a filing with U.S. securities regulators Friday as part of a $3-billion share offering, the company was more explicit, suggesting changes would be in place by its next annual meeting.
“The board is addressing the issues that have been raised with our directors, which include modification of the company’s executive compensation arrangements, the rejuvenation of the board through a combination of departures from the board, the addition of independent directors and succession in the chairman role at the company, consistent with Mr. Munk’s desire to retire as chairman of the board of directors, as previously indicated,” Barrick said in the filing.
“The company’s intention is to update the market before year-end on these initiatives, with governance changes expected to take effect in conjunction with Barrick’s next annual meeting.”
Barrick has been looking to strengthen its governance practices and add new independent directors to its board since its annual meeting in April when it was criticized for a $11.9-million signing bonus paid to co-chairman John Thornton that was part of a $17-million payment package.
The company currently has seven independent directors on its 13-member board.
Munk has been a lightning rod for criticism of the company and defended Thornton’s compensation at the annual meeting, comparing the bonus with the cost of six extra shovels for a mine.
“I promise you that John will do more for you than six more shovels,” he told shareholders at the time.
Mike Morris of U.S. investment manager Two Fish Management, which has pushed for changes at Barrick, said the comments by the company Friday were interesting, but added: “talk is cheap.”
“It has always struck me as kind of this conceptual thing on an elongated timeline,” he said of Munk’s potential retirement.
Morris said he believes a large activist investor could win support if it were to push for a dissident slate of directors at Barrick’s next annual meeting, but he hoped Barrick would make changes voluntarily.
In Barrick’s 2012 annual report, Munk suggested the company was preparing for his eventual retirement with the appointment of Thornton as co-chairman and working to improve operations.
“As we reposition the company to deliver against these objectives, it is also appropriate that we consider a path to new leadership at our board level,” Munk said in his letter to shareholders.
Earlier this year, Barrick agreed to sell off its Barrick Energy subsidiary in a string of deals worth a total of $455 million and three high-cost mines in Western Australia to South Africa-based miner Gold Fields Ltd. for $300 million.
The company (TSX:ABX), which has seen its shares fall more than 45 per cent this year, has struggled with problems at its Pascua-Lama project in South America and a falling price for gold this year.
Last week, the gold miner suspended most of the work at Pascua-Lama and announced plans to raise US$3 billion in a massive share offering that will be used to repay debt.