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Barrick Gold’s board needs to learn how to say no

Shareholder meetings are usually dull, scripted affairs. It's rare that anything eventful happens in the hotel meeting halls where they are set.

Even when a proxy fight threatens to disturb these gatherings, a last-minute truce is often brokered to avoid a public spat and an embarrassing defeat. Remember Canadian Pacific Railway's acrimonious battle with activist investor Bill Ackman? It got resolved in the wee hours of the night behind closed doors, not in front of cameras.

But Peter Munk is not one to cave in, and Barrick Gold, the gold producer he founded 30 years ago, is still standing its ground in its showdown with Canada's most powerful pension fund managers over the $17-million (U.S.) compensation awarded to its new co-chair, John Thornton.

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In a statement Tuesday afternoon, the company said: "The Barrick board takes the shareholder vote seriously and intends to carefully consider our shareholders' perspectives regarding executive compensation matters," it said. Translation: We hear you.

Those words, however, don't mean Wednesday's annual meeting will be uneventful. For once the trip to the Metro Toronto Convention Centre will be worthwhile for Barrick shareholders who want to see the outcome of an investor revolt that is as strong as it was surprising.

This rebellion has been remarkable in many respects. Canadian institutional shareholders tend to settle their disputes with companies discreetly. When the Caisse de dépot et placement du Québec fails to iron out its differences with a company, for instance, it waits until the vote is taken to reveal its protest-vote. The Caisse has made public its opposition before an annual meeting on only three occasions in the past decade, when it criticized Molson-Coors, Magna International and SNC-Lavalin for being overly generous with executives.

While institutional investors have joined forces in the past, never before has such a wide-ranging coalition of pension heavyweights been struck a mari usque ad mare, to quote the Canadian motto.

This says something about how egregious Mr. Thornton's $17-million compensation is. At issue is the $11.9-million signing bonus payment for a director whose day job is teaching at a university in Beijing. Mr. Thornton, a former Goldman Sachs executive, also sits on a dozen of committees and boards, including those of HSBC Holdings and of Ford Motor Co., among other minor distractions.

Mr. Thornton's millions wouldn't be a problem if they rewarded stellar performance. In this case, they are paid in anticipation of a rebound that has yet to appear: Barrick shares have fallen 48 per cent since the beginning of the year.

If only there were signs that Barrick was about to bounce back. Gold prices have fallen precipitously in recent weeks. Work on the company's long awaited Pascua-Lama Andean mine has been halted in Chilean territory following a injunction that was granted by the country's Supreme Court over pollution concerns.

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In fact, things have been going wrong for Barrick ever since the company departed from its focus on gold in 2011 to acquire, at peak price, copper producer Equinox Minerals. And shareholders now wonder aloud if Mr. Munk, who hadn't known defeat since the collapse of radio manufacturer Clairtone Sound Corp., has lost his Midas touch.

The rebellious pension fund managers might garner enough votes to embarrass Barrick, whose vote on executive compensation is non-binding.

But their call to vote against the directors on the compensation committee may well fall short of the 50 per cent of the shares required to force a board member to tender his resignation. And to a certain extent, this challenge is beside the point.

It is inconceivable that the compensation committee chose to give such a generous welcoming gift to Mr. Thornton all on its own. The signing bonus has Mr. Munk's prints all over it, just like every other decision taken by the board. The charismatic chairman has long held sway on the company that is disproportionate to his equity stake of 0.2 per cent.

Mr. Thornton's signing bonus is obviously out of whack with Canadian compensation practices. The real question is how come other Barrick directors didn't object to this payment. It may be that over the years, they have become too deferential to the great Hungarian emigrant who made a fortune in commercial real estate and built from scratch the largest gold producer in the world. Just like in the tale by Hans Christian Andersen, no one dares to tell the emperor that he is wearing no clothes.

Two of Barrick's directors have been sitting on the company's board for 29 years, while others have been there for 20 and 17 years. It is not just the compensation committee that is in need of renewal. All of Barrick's board is in need of a makeover.

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About the Author
Chief Quebec correspondent

Sophie Cousineau is The Globe and Mail’s chief Quebec correspondent. She has been working as a journalist for more than 20 years, and was La Presse’s business columnist prior to joining the Globe in 2012. Ms. Cousineau earned a master’s degree in journalism from the University of Illinois and a bachelor’s degree in economics and political science from McGill University. More

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