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Barrick Gold's incoming chairman John Thornton at the company's annual general meeting for shareholders in Toronto, April 30, 2014Darren Calabres/The Canadian Press

Two of Canada's largest pension funds and a major Dutch pension plan are all voting against the re-election of the entire board of Barrick Gold Corp. over concerns about the company's pay practices.

The Ontario Teachers' Pension Plan and British Columbia Investment Management Corp. said Friday they will vote against all directors at Barrick and will vote no in the company's say-on-pay advisory vote on executive compensation. They cited several concerns, including Barrick's decision to raise chairman John Thornton's pay 36 per cent last year.

A spokesman for Dutch pension fund PGGM said his fund is voting against Barrick's board because it has not seen governance improvements since raising concerns last year.

"We think Barrick should be very concerned that other large and thoughtful shareholders have independently come to the same conclusion that they will vote against the board, too," said PGGM spokesman Maurice Wilbrink.

The three funds are all minor shareholders of Barrick, owning less than 1 per cent of the company's shares, but their voting disclosures may be an early signal of broader investor discontent.

Teachers also said Friday it will vote against some directors on the board of Canadian Imperial Bank of Commerce because of its lucrative retirement pay scheme for former CEO Gerry McCaughey.

The voting disclosures come in advance of CIBC's annual meeting on April 23 and Barrick's meeting on April 28.

Several other large pension funds in Canada have not yet disclosed their voting intentions for Barrick.

BCIMC said Barrick has not listened to shareholder concerns about its pay structures.

"The compensation committee has demonstrated low responsiveness to shareholders' concerns following two years of relatively low support on the say-on-pay votes," the fund said in a voting statement.

Teachers said it opposes the board's decision to increase Mr. Thornton's pay to $12.9-million in 2014 because it is "unconvinced" there is an alignment between his pay awards and the company's performance.

As well, Teachers said it is "troubled" by pay decisions for Barrick co-presidents Kelvin Dushnisky and James Gowans. Teachers said they were assessed as reaching 45 per cent of their targets for their annual bonuses and 25 per cent for long-term incentive payouts, but received annual bonuses equal to 135 per cent of their base salary, and long-term incentive payouts equal to 150 per cent of base salaries.

"In our view, these levels of compensation do not align with the assessed performance," Teachers said.

Barrick spokesman Andy Lloyd said the executives are being rewarded for creating long-term superior returns "under wide-ranging market conditions," and receive common shares that must be held until retirement.

"The result is that our leaders' personal wealth is tied to the long-term success of the business," he said.

Teachers also said it is still unhappy with the composition of Barrick's board, which has been substantially changed in recent years, saying it feels the board still lacks expertise in mining operations.

"We do not believe that sufficient progress has been made in crafting a board with the appropriate set of skills we assess that Barrick needs," the pension plan said.

Mr. Lloyd, however, said Barrick has added six new independent directors in recent years, and has four directors on the board with deep mining knowledge. Brett Harvey and Ernie Thrasher are both "technical mining people" while Dundee Corp. CEO Ned Goodman "is one of the most knowledgeable mining financiers in the world," and vice-chairman Bill Birchall has been involved in mining throughout his career, Mr. Lloyd said.

Teachers, meanwhile, said it is also voting against members of the compensation committee at CIBC, which was headed by committee chair Brent Belzberg until the end of the bank's fiscal year last October. Linda Hazenfratz took over as chair in November.

The pension fund said it has concerns about postemployment deals the bank offered to both Mr. McCaughey and former chief operating officer Richard Nesbitt when they retired last year. They were both offered special post-retirement arrangements that will see Mr. McCaughey paid $16.7-million by April, 2016, and Mr. Nesbitt paid an additional $8.5-million by October, 2015.

The payments were designed to give the bank the option to keep both men in place for longer if necessary while searching for successors, but in the end the bank found replacements quickly and accelerated their departures to last September.

Teachers said it questions the need to enter into such arrangements in the first place because it suggests the succession planning process at the bank is not orderly and robust.

"We do not support the structure of the post-employment agreements, believing them to be overly generous and not in the best interests of shareholders," Teachers said.

A CIBC spokesman said the bank had no comment Friday.

With files from reporter Rachelle Younglai.

Follow Janet McFarland on Twitter: @JMcFarlandGlobeOpens in a new window

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