Barrick’s success is built on a foundation of
personal and professional integrity and commitment to excellence. As a
company and as individuals, we must guide our conduct by the highest standards
of honesty, integrity and ethical behavior. This Code of Business Conduct and
Ethics (the “Code”) embodies the commitment of Barrick Gold Corporation and its
subsidiaries to conduct our business in accordance with all applicable laws,
rules and regulations and the highest ethical standards throughout our
worldwide organization. This Code has been adopted by Barrick’s Board of
Directors and applies to every Barrick employee, including the Chief Executive
Officer and other senior executive and financial officers, and to members of
our Board of Directors.
In addition to this Code, every employee and director must also read and comply with the portions of Barrick’s Anti-Fraud Policy, Disclosure Policy, Insider Trading Policy, Anti-Bribery and Anti-Corruption Policy, Safety and Occupational Health Policy Statement, Environmental Policy Statement, and the policies of his or her particular business unit applicable to such employee or director.
All Barrick employees are accountable for adhering to this Code and the highest ethical standards. You are responsible for reporting behavior that violates this Code. Failure to observe this Code may subject you to disciplinary action by Barrick, up to and including termination. Furthermore, violations of this Code may also be violations of the law and may result in civil or criminal penalties for you, your supervisors and/or Barrick.
A. COMPLIANCE AND REPORTING
1. Duty to Report Suspected Code Violations
Barrick expects employees and directors to take all responsible steps to prevent a violation of this Code, to identify and raise potential issues before they lead to problems, and to seek additional guidance when necessary.
The Barrick Code of Business Conduct and Ethics/Anti-Fraud Escalation Policy provides a framework to ensure that suspected violations of this Code are reported to appropriate levels of management and the Audit Committee of the Board of Directors of Barrick. Elements of this framework are summarized in this Code.
As a general guideline, if you have any questions regarding the best course of action in a particular situation, or if you suspect a possible violation of a law, regulation or this Code, you should address the matter promptly with local management. Reporting concerns to local management is often the most effective way to promote an open and positive work environment. If reporting a concern or complaint to local management is not possible or advisable for some reason or if taking it to local management does not resolve the matter, you should promptly contact the General Counsel, or any Barrick in-house legal counsel or report the matter through the Compliance Hotline.
Set forth below are the local management contacts for employees to report concerns or complaints related to this Code:
Mine or development
Development Project Manager,
Regional business unit office
In-house Counsel in the Corporate office,
2. Formal Reporting Channels
Barrick has established the following Formal Reporting Channels for employees to report suspected violations of this Code. Concerns or complaints may be reported to:
§ To the General Counsel or any Barrick in-house legal counsel, in person or by telephone, through the contact information posted on the Barrick Intranet;
§ Through the Compliance Hotline, described in further detail below, which may be contacted by following the instructions set out on Appendix A to this Code and posted on Barrick’s Intranet;
§ In the case of matters regarding accounting, internal accounting controls and other auditing matters, in addition to the General Counsel, any Barrick in-house legal counsel and the Compliance Hotline, to the Audit Committee, through the Procedures for Reporting Auditing, Internal Accounting Controls and Audit Related Complaints, which are posted on Barrick’s website at www.barrick.com and on the Barrick Intranet; or
§ in the case of matters involving the Chief Executive Officer or any other senior executive or financial officer of Barrick, in addition to the General Counsel, any Barrick in-house legal counsel and the Compliance Hotline, to the Chairman of the Board or any other member of the Board of Directors, through the procedures posted on the Barrick Intranet.
3. Mandatory Use of Formal Reporting Channels
Suspected Code violations that involve any of the following matters must be reported through a Formal Reporting Channel:
§ an alleged misstatement in Barrick’s publicly released financial statements;
§ an alleged misrepresentation in Barrick’s other public disclosure;
§ any other matter that could reasonably be expected to result in a restatement of Barrick’s publicly released financial statements;
§ alleged bribery of a government official or other alleged violation of anti-corruption laws;
§ known or suspected fraud that involves a potential cost or loss to Barrick exceeding US$10,000;
§ known or suspected fraud, regardless of amount, that involves an officer of Barrick;
§ known or suspected fraud, regardless of amount, that involves an employee who has a significant role in Barrick’s internal controls; or
§ an event or series of events indicative of a deterioration in the overall internal control environment at a Barrick mine site, project development site or office.
If there is any doubt as to whether a matter falls within a category set out above, one of the Formal Reporting Channels must be used.
4. Compliance Hotline
If you prefer to report a suspected Code violation anonymously, or if any of the persons to whom you have reported a concern about a Code violation has not, in your view, responded appropriately, Barrick has established a Compliance Hotline to assist you.
The Compliance Hotline is answered by an outside service provider and is available to all employees. If you require an interpreter, every reasonable effort will be made to provide you with one. The contact information for the Compliance Hotline is posted on Barrick’s Intranet and set forth on Appendix A to this Code; Appendix A is not a part of this Code.
5. Handling of Reports
The General Counsel is responsible for all reports of suspected Code violations received through a Formal Reporting Channel and will ensure that prompt and appropriate action is taken in respect of such reports.
Reports of suspected Code violations received by Mine Managers, Development Project Managers, Regional In-house Counsel and Regional Chief Financial Officers will be reported to the General Counsel in accordance with the Code of Business Conduct and Ethics/Anti-Fraud Escalation Policy. Unless otherwise directed by the General Counsel, Mine Managers, Development Project Managers, Regional In-house Counsel and Regional Chief Financial Officers are primarily responsible for all reports of suspected Code violations associated with their mine, development project or regional business unit office, as the case may be, reported to them that do not require mandatory reporting through a Formal Reporting Channel and will ensure that prompt and appropriate action is taken in respect of such reports.
The General Counsel will report to the Audit Committee of the Board of Directors on Code violations and suspected Code violations in accordance with Code of Business Conduct and Ethics/Anti-Fraud Escalation Policy.
6. Confidentiality and Non-Retaliation
Every reasonable effort will be made to ensure
the confidentiality of concerns about suspected Code violations, any related
investigations and the identity of those providing information, to the extent
consistent with the need to conduct an appropriate, fair and thorough
investigation. If you prefer to report an allegation anonymously,
you must provide enough information about the incident or situation to allow
Barrick to investigate properly.
We encourage and expect you to raise possible ethical issues and will not tolerate retaliatory action against any individual for raising concerns or questions regarding ethics matters or for reporting suspected Code violations in good faith.
B. STANDARDS OF CONDUCT
1. Conflicts of Interest
All employees and directors have an obligation to act in the best interests of Barrick. A “conflict of interest” occurs when an individual’s private interest improperly interferes, or appears to interfere, with the interests of Barrick. A conflict situation can arise when an employee or director takes actions or has private interests that may make it difficult to perform his or her company work objectively and effectively. Conflicts of interest may cause an employee or director to make decisions based on personal gain rather than in the best interests of Barrick. Employees and directors should avoid conflicts of interest. In particular, you may not use or attempt to use your position at Barrick to obtain any improper personal benefit for yourself.
Barrick respects the right of employees and directors to take part in financial, business and other activities outside their jobs. These activities, however, must be free of conflict with your responsibilities as Barrick employees and directors. Barrick employees and directors must not serve as directors or officers of, or work as employees or consultants for, a competitor or an actual or potential business partner of Barrick without prior approval of the Chief Executive Officer or the General Counsel.
Barrick employees and directors must not invest in or trade in shares of a competitor or an actual or potential business partner of Barrick where such investment or trading may appear or tend to influence business decisions or compromise independent judgment. This prohibition does not apply to shares of a publicly traded company where such investment or trading relates to less than five percent of its issued shares. However, investing or trading in Barrick’s competitors or business partners remains subject to applicable laws and regulations regarding insider trading, including prohibitions against trading when in possession of material non-public information regarding such companies, whether such information is gained in the course of employment with Barrick or otherwise.
Barrick employees and directors must not seek or solicit any gifts or other benefits for personal or individual use from Barrick’s actual or potential business partners or suppliers. Employees and directors may receive modest unsolicited gifts and reasonable entertainment from Barrick’s business associates. Employees and directors (or a member of their immediate family) must not accept gifts or entertainment of a value that may appear to or tend to influence business decisions or compromise independent judgment. Gifts of cash or cash value vouchers may not be accepted from Barrick’s business associates under any circumstances.
If a conflict of interest exists, and there is no failure of good faith on the part of the employee or director, Barrick’s policy generally will be to allow a reasonable amount of time for the employee or director to correct the situation in order to prevent undue hardship or loss. However, all decisions in this regard will be in the discretion of the Chief Executive Officer or the General Counsel, whose primary concern in exercising such discretion will be the best interests of Barrick.
2. Public Disclosure
Barrick is committed to providing timely, factual and accurate disclosure of material information about Barrick to its shareholders, the financial community and the public, including in Barrick’s filings with securities regulatory authorities. Barrick’s policy governing public disclosure is set forth in our Disclosure Policy. Employees and directors involved in the company’s disclosure process are responsible for acting in furtherance of such policy, and it is important that you thoroughly understand and comply with such policy.
3. Compliance with Laws, Rules and Regulations
Barrick is committed to compliance with all applicable laws, rules, and regulations in every jurisdiction in which it does business. All employees and directors are expected to adhere to the standards and restrictions imposed by those laws, rules and regulations. Employees and directors should educate themselves on the laws, rules and regulations that govern their work and should seek the assistance of the General Counsel or any Barrick in-house legal counsel when necessary or appropriate.
Barrick and its employees and directors are subject to laws and regulations regarding insider trading. Generally, Canadian and United States securities laws prohibit trading in the securities (including equity securities, convertible securities, options, bonds and any stock index containing the security) of any company while in possession of material, nonpublic information regarding such company. This prohibition applies to Barrick securities as well as to the securities of other companies. Barrick has adopted an Insider Trading Policy in order to prevent improper trading in securities of Barrick and the improper communication of undisclosed material information regarding Barrick. It is important that you thoroughly understand and comply with such policy.
It is Barrick’s policy that neither Barrick nor its employees or directors shall pay, offer to pay or promise to give anything of value, directly or indirectly, to any government official for the purpose of influencing an official act or decision related to retaining or obtaining business or directing business to any person. Barrick may encounter particular pressure to make such payments in countries where extraordinary competition exists for mining opportunities and should be particularly vigilant not to be tempted by assertions that such practices are common or condoned in that country. Examples of situations that may constitute making improper payments to government officials include giving gifts, paying tips or other monetary amounts not required by law, providing entertainment and sponsoring government travel. For additional guidance on such matters, you should refer to Barrick’s Anti-Bribery and Anti-Corruption Policy. If you are not certain that any conduct or proposed conduct is appropriate under such policy, you should discuss the matter promptly with the General Counsel or any Barrick in-house legal counsel.
4. Corporate Opportunities
You owe a duty to Barrick to advance its legitimate interests. Employees and directors are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or position, unless Barrick has already been offered the opportunity and declined it; (b) using corporate property, information or position for personal gain; and (c) competing with Barrick.
5. Protection and Proper Use of Company Assets
All employees and directors should protect
Barrick’s assets and ensure their efficient use. Barrick’s assets must be
protected from loss, damage, theft, misuse, and waste. Company assets include
your time at work and work product, as well as Barrick’s equipment and
vehicles, computers and software, trading and bank accounts, company
information and Barrick’s reputation, trademarks and name. Barrick’s
telephone, email, Internet and other electronic systems are primarily for
business purposes. Personal communications using these systems should be
kept to a minimum. Employees and directors should exercise prudence in
incurring and approving business expenses, work to minimize such expenses and
ensure that such expenses are reasonable and serve Barrick’s business
Barrick’s Anti-Fraud Policy sets out Barrick’s expectations and requirements relating to the prohibition, recognition, reporting and investigation of suspected fraud, corruption, misappropriation and other similar irregularities.
6. Financial Controls and Records
Barrick’s accounting and financial records must reflect in an accurate, complete and timely manner, in reasonable detail, every business transaction undertaken by our company, and must conform to applicable legal requirements and Barrick’s system of internal controls. All employees and directors who have control over Barrick’s assets and transactions are responsible for establishing and/or maintaining a system of internal controls in their area of responsibility designed to (a) prevent unauthorized, unrecorded or inaccurately recorded transactions; and (b) permit the preparation of financial statements according to generally accepted accounting principles.
Mineral reserves and resources must be defined, calculated and disclosed in a manner consistent with applicable laws and regulations and Barrick’s established procedures.
Employees and directors should maintain all confidential information in strict confidence, except when disclosure is authorized by Barrick or legally mandated. Confidential information includes, among other things, any non-public information concerning Barrick, including its business, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. Your obligation to safeguard Barrick’s confidential information continues after your employment with Barrick ends.
Barrick’s policy on maintaining confidentiality is set forth in our Disclosure Policy.
8. Fair Dealing
Barrick expects every employee and director to act at all times with the highest degree of integrity. You should endeavor to deal fairly with Barrick’s counterparties, suppliers, competitors and employees. No employee or director may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
9. Employee Harassment or Discrimination
Barrick is committed to fair employment practices and a workplace in which all individuals are treated with dignity and respect. We do not tolerate or condone any type of discrimination prohibited by law. Barrick expects that all workplace conduct will be professional and free of bias and harassment.
10. Environmental, Safety, and Occupational Health Practices
Barrick believes that sound environmental, safety, and occupational health management practices are in the best interests of its business, its employees, its shareholders and the communities in which it operates. Barrick is committed to conducting our business in accordance with recognized industry standards and to meeting or exceeding all applicable environmental and occupational health and safety laws and regulations. Our health and safety vision is that every person will go home safe and healthy every day. Achieving this goal is the responsibility of all employees and directors.
Barrick’s safety and occupational health policy is set forth in the Barrick Safety and Occupational Health Policy Statement, and our environmental policy is set forth in the Barrick Environmental Policy Statement.
C. WAIVERS OF THIS CODE
From time to time, Barrick may waive certain provisions of this Code. The term “waiver” means the approval by Barrick of a material departure from a provision of this Code. Waivers generally may be granted only by the General Counsel or the Chief Executive Officer, and shall be reported to the Board of Directors or a Committee of the Board. However, any waiver of the provisions of this Code for directors and executive officers, including the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer, may be made only by the Board of Directors or a Committee of the Board and will be disclosed to shareholders as required by applicable rules and regulations.