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It would be nice to declare a major victory for Barrick Gold shareholders, who on Wednesday rejected Barrick's rich executive compensation plan. But it's not – at least, not yet.
At the company's annual general meeting in Toronto, shareholders cast a "non-binding advisory vote" against the company's plan for paying executives and directors. Their victory has no real sway, with management promising nothing more than to take it into consideration.
That said, the seven Canadian pension fund managers who opposed the $11.9-million bonus paid to co-chairman John Thornton upon his appointment last year collectively own barely 2 per cent of the widely-held stock. Their ability to marshal enough votes to force a rare dissident win at an annual meeting is impressive.
They shouldn't stop there. If Barrick's shareholders can win a symbolic but empty protest vote, why not push for real change? There is no shortage of reasons why the Barrick board needs an overhaul, starting with the exit of chairman and guiding light Peter Munk. Barrick's compensation practices are excessive: Rare is the public company that pays not one, not two, but four members of its board of directors more than $2-million apiece. (Those well-paid members include former prime minister Brian Mulroney, who holds a role as "senior advisor, global affairs.")
Barrick's compensation is poorly aligned with shareholder interests. Consider that directors awarded Mr. Munk a 66-per-cent salary increase "in recognition of his continued provision of strong leadership and direction." As for Mr. Munk's track record, the legacy falls well short of the legend.
The 85-year-old entrepreneur disagrees, and dares anyone to take issue with him. "Do you think this company that I built would be better off without my counsel? I don't," he told The Wall Street Journal this week. Saying he had the support of "most long-term shareholders," Mr. Munk added that, if they do ask him to step down, "I will take their advice."
So, back to those shareholders. They've rattled the cage, but if they want a better-managed company, a more responsive set of directors, and a gold company best suited to manage the uncertain times ahead for the bullion business as well as the world economy, they need to step up their game.
Barrick is a widely held stock – it has no 10-per-cent shareholders – and Mr. Munk owns a scant 0.2 per cent of shares. The board is ripe for change, and vulnerable to an activist revolt should shareholders scare up their own well-qualified slate of alternative directors.
Although investors voted the board back in, their dissatisfaction is palpable; it's hard to imagine that it has been quelled by one symbolic vote. They have the power to do more.
Sean Silcoff is a contributor to ROB Insight, the business commentary service available to Globe Unlimited subscribers. Click here for more of his Insights, and follow Sean on Twitter at @seansilcoff.