BARRICK GOLD CORPORATION

Audit Committee Mandate

Purpose
1.

The purpose of the Audit Committee (the Committee) of the Board of Directors
(the Board) is to assist the Board in its oversight of: (i) the financial reporting
process and the quality, transparency and integrity of the Companys financial
statements and other related public disclosures; (ii) the Companys internal
controls over financial reporting; (iii) the Companys compliance with legal and
regulatory requirements relevant to the financial statements and financial
reporting; (v) the external auditors qualifications and independence; and (v) the
performance of the internal audit function and the external auditor.

2.

The function of the Committee is oversight. The members of the Committee are
not full-time employees of the Company. The Companys management is
responsible for the preparation of the Companys financial statements in
accordance with applicable accounting standards and applicable laws and
regulations. The Companys external auditor is responsible for the audit or
review, as applicable, of the Companys financial statements in accordance with
applicable auditing standards and laws and regulations.

Committee Responsibilities
3.

The Committees responsibilities include:

External Auditor
(a)

retaining and terminating, and/or making recommendations to the Board of

Directors and the shareholders with respect to the retention or termination
of an external auditing firm to conduct review engagements on a quarterly
basis and an annual audit of the Companys financial statements;

(b)

communicating to the external auditor that it is ultimately accountable to

the Board and the Committee as representatives of the shareholders;

(c)

obtaining and reviewing an annual report prepared by the external auditor

describing: the firms internal quality control procedures; any material
issues raised by the most recent internal quality control review, or peer
review, of the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one or
more independent audits carried out by the firm, and any steps taken to
deal with any such issues;

(d)

evaluating the independence of the external auditor and any potential

conflicts of interest and (to assess the auditors independence) all
relationships between the external auditor and the Company, including
obtaining and reviewing an annual report prepared by the external auditor
describing all relationships between the external auditor and the
Company;

(e)

approving, or recommending to the Board of Directors for approval, all

audit engagement fees and terms, as well as all non-audit engagements
of the external auditor prior to the commencement of the engagement;

(f)

reviewing with the external auditor the plan and scope of the quarterly
review and annual audit engagements;

(g)

setting hiring policies with respect to the employment of current or former

employees of the external auditor;

Financial Reporting
(h)

reviewing, discussing and recommending to the Board for approval the

annual audited financial statements and related managements discussion
and analysis of financial and operating results prior to filing with securities
regulatory authorities and delivery to shareholders;

(i)

reviewing and discussing with the external auditor the results of its reviews
and audit, any issues arising and managements response, including any
restrictions on the scope of the external auditors activities or requested
information and any significant disagreements with management, and
resolving any disputes;

(j)

reviewing, discussing and approving, or recommending to the Board for

approval, the quarterly financial statements and quarterly managements
discussion and analysis of financial and operating results prior to filing with
securities regulatory authorities and delivery to shareholders;

(k)

reviewing and discussing with management and the external auditor the
Companys critical accounting policies and practices, material alternative
accounting treatments, significant accounting and reporting judgments,
material written communications between the external auditor and
management (including management representation letters and any
schedule of unadjusted differences) and significant adjustments resulting
from the audit or review;

(l)

reviewing and discussing with management the Companys earnings

press releases, as well as types of financial information and earnings
guidance (if any) provided to analysts and ratings agencies;

Revised December 2015

(m)

reviewing and discussing such other relevant public disclosures containing

financial information as the Committee may consider necessary or
appropriate;

(n)

reviewing and discussing with management the disclosure controls

relating to the Companys public disclosure of financial information,
including information extracted or derived from the financial statements,
and periodically assessing the adequacy of such procedures;

Internal Controls Over Financial Reporting

(o)

reviewing and discussing with management, the external auditor and the
head of internal audit the effectiveness of the Companys internal controls
over financial reporting, including reviewing and discussing any significant
deficiencies in the design or operation of internal controls, and any fraud,
whether or not material, that involves management or other employees
who have a significant role in the Companys internal controls over
financial reporting;

(p)

discussing the Companys process with respect to risk assessment

(including fraud risk), risk management and the Companys major financial
risks and financial reporting exposures, all as they relate to internal
controls over financial reporting, and the steps management has taken to
monitor and control such risks;

(q)

reviewing and discussing with management the Companys Code of

Business Conduct and Ethics and anti-fraud program and the actions
taken to monitor and enforce compliance;

(r)

establishing procedures for:

(i)

the receipt, retention and treatment of complaints regarding

accounting, internal controls or auditing matters; and

(ii)

the confidential, anonymous submission by employees of the

Company of concerns regarding questionable accounting, internal
controls or auditing matters;

Internal Audit
(s)

reviewing and discussing with management, the external auditor and the
head of internal audit the responsibilities and effectiveness of the
Companys internal audit function, including reviewing the internal audit
mandate, independence, organizational structure, internal audit plans and

Revised December 2015

adequacy of resources, receiving periodic internal audit reports and

meeting privately with the head of internal audit on a periodic basis;
(t)

approving in advance the retention and dismissal of the head of internal

audit;

Other
(u)

meeting separately, periodically, with each of management, the head of

internal audit and the external auditor;

(v)

reporting regularly to the Board and, where appropriate, making

recommendations to management of the Company and/or to the Board;

(w)

liaising with the Risk Committee of the Board, as appropriate, on matters

relevant to the Companys management of enterprise risks;

(x)

reviewing and assessing its mandate and recommending any proposed

changes to the Corporate Governance & Nominating Committee of the
Board on an annual basis; and

(y)

evaluating the functioning of the Committee on an annual basis, including

with reference to the discharge of its mandate.

Responsibilities of the Committee Chair

4.

The fundamental responsibility of the Committee Chair is to be responsible for

the management and effective performance of the Committee and provide
leadership to the Committee in fulfilling its mandate and any other matters
delegated to it by the Board. To that end, the Committee Chairs responsibilities
include:
(a)

working with the Executive Chairman and the Secretary to establish the
frequency of Committee meetings and the agendas for meetings;

(b)

providing leadership to the Committee and presiding over Committee

meetings;

(c)

facilitating the flow of information to and from the Committee and fostering
an environment in which Committee members may ask questions and
express their viewpoints;

(d)

reporting to the Board with respect to the significant activities of the

Committee and any recommendations of the Committee;

(e)

liaising with the Chair of the Risk Committee of the Board, as appropriate,
on matters relevant to the Companys management of enterprise risks;
Revised December 2015

(f)

leading the Committee in annually reviewing and assessing the adequacy

of its mandate and evaluating its effectiveness in fulfilling its mandate; and

(g)

taking such other steps as are reasonably required to ensure that the
Committee carries out its mandate.

Powers
5.

The Committee shall have the authority, including approval of fees and other
retention terms, to obtain advice and assistance from outside legal, accounting
or other advisors in its sole discretion, at the expense of the Company, which
shall provide adequate funding for such purposes. The Company shall also
provide the Committee with adequate funding for the ordinary administrative
expenses of the Committee. The Committee shall have unrestricted access to
information, management, the external auditor and the head of internal audit,
including private meetings, as it considers necessary or appropriate to discharge
its duties and responsibilities. The Committee may, in its discretion, delegate all
or a portion of its duties and responsibilities to a subcommittee of the Committee.

Composition
6.

The Committee shall be appointed by the Board annually and shall be comprised
of a minimum of three directors. If an appointment of members of the
Committee is not made as prescribed, the members shall continue as such until
their successors are appointed.

7.

All of the members of the Committee shall be directors whom the Board has
determined are independent, taking into account the applicable rules and
regulations of securities regulatory authorities and/or stock exchanges.

8.

Each member of the Committee shall be financially literate and at least one
member of the Committee shall have accounting or related financial
management expertise1. At least one member of the Committee shall be an
audit committee financial expert, as defined in the applicable rules and
regulations of securities regulatory authorities and/or stock exchanges.

For purposes of this mandate, financially literate means the ability to read and understand a balance
sheet, an income statement, a cash flow statement and the related notes that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and complexity of issues that
can reasonably be expected to be raised by the Company's financial statements, and accounting or related
financial management expertise means the ability to analyze and interpret a full set of financial statements,
including the related notes that present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised
by the Company's financial statements.

Revised December 2015

9.

If a Committee member simultaneously serves on the audit committee of more

than two other public companies, the Board shall make a determination as to
whether such service impairs the ability of such member to serve effectively on
the Committee and disclose such determination in the Companys annual proxy
statement.

Meetings
10.

The Committee shall have a minimum of four meetings per year, to coincide with
the Companys financial reporting cycle. Additional meetings will be scheduled
as considered necessary or appropriate, including to consider specific matters at
the request of the external auditor or the head of internal audit.

11.

The time and place of the meetings of the Committee, the calling of meetings and
the procedure at such meetings shall be determined by the Chair of the
Committee unless otherwise determined by the by-laws of the Company or by
resolution of the Board, provided that all matters put forward for approval by the
Committee shall be determined by majority vote.

Revised December 2015