Special Committees

The purpose of the Committees (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 Company's financial statements and other related public disclosures; (ii) the Company's internal controls over financial reporting; (iii) the Company's 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 auditors.

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

The purpose of the Compensation, Corporate Governance & Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Barrick Gold Corporation (the "Company") is to assist the Board in:

(i) establishing the Company's corporate governance policies and practices generally;

(ii) identifying individuals qualified to become members of the Board; and

(iii) reviewing the composition of the Board and its committees.

(iv) monitoring, reviewing and approving compensation policies and practices of the Company and administering the Company's share compensation plans.

(v) monitoring and reviewing environmental, safety and health policies and programs, overseeing the Company's environmental, safety and health performance, and monitoring current and future regulatory issues.

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