DOCSLIB.ORG

Cooperation Agreement

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Cooperation Agreement EXECUTION COPY 24 SEPTEMBER 2018 BARRICK GOLD CORPORATION and RANDGOLD RESOURCES LIMITED COOPERATION AGREEMENT 65 Fleet Street LON50179833 London EC4Y 1HS CONTENTS CLAUSE PAGE 1. Definitions and Interpretation ........................................................................... 1 2. Publication of the Announcement ................................................................... 11 3. Clearances ....................................................................................................... 11 4. Scheme Document .......................................................................................... 15 5. Court Proceedings ........................................................................................... 16 6. Implementation of the Merger ........................................................................ 16 7. Barrick documents and Barrick Recommendation ......................................... 17 8. Additional Barrick Covenants ......................................................................... 19 9. Switching to a Take-over Offer ...................................................................... 22 10. Randgold Employee-Related Matters ............................................................. 23 11. Directors’ and Officers’ insurance .................................................................. 23 12. Break Payment and other matters ................................................................... 23 13. Actions on or prior to the Effective Date ........................................................ 25 14. Conduct of business ........................................................................................ 25 15. Termination ..................................................................................................... 26 16. Takeover Code ................................................................................................ 29 17. Representations and warranties ....................................................................... 29 18. Costs ................................................................................................................ 30 19. Entire agreement ............................................................................................. 30 20. Assignment ..................................................................................................... 30 21. Notices ............................................................................................................ 30 22. Language ......................................................................................................... 32 23. Waivers, rights and remedies .......................................................................... 32 24. No partnership ................................................................................................. 32 25. Further assurances ........................................................................................... 33 26. Counterparts .................................................................................................... 33 27. Variations ........................................................................................................ 33 28. Invalidity ......................................................................................................... 33 29. Third party enforcement rights ....................................................................... 33 30. Governing law and jurisdiction ....................................................................... 34 Schedule 1 Form of Announcement ........................................................................... 36 Schedule 2 Randgold Employment-Related Matters .................................................. 37 LON50179833 This AGREEMENT is made on 24 September 2018 BETWEEN: (1) BARRICK GOLD CORPORATION, a corporation incorporated under the laws of the Province of Ontario, whose registered office is at 161 Bay Street, Suite 3700, Toronto, Ontario M5J 2S1, Canada (Barrick); and (2) RANDGOLD RESOURCES LIMITED, a company incorporated under the laws of Jersey with registered number 62686, whose registered office is at 3rd Floor, Unity Chambers, 28 Halkett Street, St Helier, Jersey, JE2 4WJ (Randgold), (each a party and together the parties). WHEREAS: (A) Barrick and Randgold propose to announce a recommended all-share merger on the terms and conditions set out in the Announcement. (B) The Merger will be made on the terms and subject to the conditions set out in the Announcement and this Agreement. (C) The parties intend that the Merger will be implemented by way of the Scheme, although Barrick reserves the right to implement the Merger by way of the Take-over Offer. (D) The parties are entering into this Agreement to set out certain obligations and commitments in relation to the implementation of the Merger (whether by way of the Scheme or the Take-over Offer). IT IS AGREED as follows: 1. Definitions and Interpretation 1.1 In this Agreement (including the recitals and Schedule 2 but excluding Schedule 1), the terms and expressions listed in this clause 1.1 shall have the meanings set out in this clause 1.1. Terms and expressions used in Schedule 1 shall have the meanings given to them in Schedule 1: Acacia means Acacia Mining plc, a public limited company incorporated under the laws of England and Wales with registered number 07123187, whose registered office is at 5th Floor, 1 Cavendish Place, London, W1G 0QF; Acceptance Condition means the acceptance condition to any Take-over Offer; Acquisition Agreement has the meaning given in clause 8.3(b); Action has the meaning given in clause 30.2; Agreed Switch has the meaning given in clause 9.1(a); Announcement means the announcement detailing the terms and conditions of the Merger to be made pursuant to Rule 2.7 of the Code, in the form set out in Schedule 1 (save only for non-material amendments agreed to on behalf of each of the parties); LON50179833 1 | 40 Barrick Acceptable Confidentiality Agreement means a confidentiality agreement between Barrick and a third party (other than Randgold or a person acting in concert with Randgold or at Randgold’s direction or with Randgold’s agreement) that: (a) is entered into in accordance with clause 8.2; (b) contains confidentiality restrictions no less favourable to Barrick than those set out in the Confidentiality Agreement; (c) does not permit such third party to acquire any securities of the Barrick Group (excluding Acacia) other than in the manner contemplated in paragraph (d) of this definition; and (d) contains customary standstill provisions that only permit the third party (not being Randgold or a person acting in concert with Randgold or at Randgold’s direction or with Randgold’s agreement) to, either alone or jointly with others, make a Competing Proposal for Barrick to the Barrick Board that is not publicly announced; Barrick Board means the board of directors of Barrick from time to time; Barrick Board Adverse Recommendation Change means the Barrick Board: (a) withdrawing (or modifying in any manner adverse to Randgold), or proposing publicly to withdraw (or modify in any manner adverse to Randgold), the Barrick Recommendation; (b) adopting, approving, recommending or declaring advisable, or proposing publicly to adopt, approve, recommend or declare advisable, any Competing Proposal for Barrick; (c) failing to include the Barrick Recommendation in the Announcement or the Barrick Circular; or (d) entering into an Acquisition Agreement in breach of clause 8.3(b) or pursuant to clause 8.4; Barrick Circular means any notice of meeting and accompanying information circular (including all schedules, appendices and exhibits thereto) to be sent by Barrick to the Barrick Shareholders in connection with the Barrick Shareholder Meeting, including any amendments or supplements thereto; Barrick Directors means the directors of Barrick from time to time; Barrick Fairness Opinions means the written opinions dated 23 September 2018, given by each of The Klein Group, LLC and Morgan Stanley Canada Limited, that, as of such date, subject to the assumptions, limitations and qualifications contained therein, the Exchange Ratio (as defined in the Announcement) is fair from a financial point of view to Barrick; Barrick Group means Barrick and its subsidiary undertakings; Barrick Notice of Recommendation Change has the meaning given in clause 8.4(b)(A); LON50179833 2 | 40 Barrick Recommendation means an unqualified recommendation by the Barrick Board to the Barrick Shareholders to vote in favour of the Barrick Shareholder Resolution; Barrick Shareholder Meeting means the special meeting, including any adjournments or postponements thereof in accordance with the terms of this Agreement, of the Barrick Shareholders to be held to consider and, if thought advisable, approve the Barrick Shareholder Resolution; Barrick Shareholder Resolution means the shareholder resolution of the Barrick Shareholders approving, by simple majority of the Barrick Shares voted at the Barrick Shareholder Meeting, the issuance of the New Barrick Shares in accordance with the requirements of the Toronto Stock Exchange; Barrick Shareholders means, at any time, the holders of Barrick Shares; Barrick Share Plans means the Barrick Restricted Share Unit Plan, the Barrick Deferred Share Unit Plan, the Barrick Performance Granted Share Unit Plan, the Barrick Global Employee Share Plan, the Barrick Share Purchase Plan and the Barrick Stock Option Plan
Load more

Recommended publications
  • Acacia Mining: Human Rights Violations and the Company’S Grievance Mechanism in North Mara, Tanzania
    Questions & Answers Acacia Mining: Human rights violations and the company’s grievance mechanism in North Mara, Tanzania Click on the question to jump to the answer. 1. What is an operational-level grievance mechanism? 2. Why are they important? 3. What do grievance mechanisms have to do with human rights? 4. Why do businesses like company-based grievance mechanisms? 5. Do companies themselves investigate and decide grievances? 6. Who is Acacia Mining and where is its North Mara Gold Mine? 7. How is Acacia Mining linked to Barrick Gold? 8. What are the human rights problems at North Mara mine? 9. Who are these ‘intruders’ who come into the mine? 10. How does the Mine deal with ‘intruders’? 11. Is it necessary to use force against the ‘intruders’? 12. Is the company’s private security also involved in violations? 13. Does Acacia Mining have similar problems at its other mine sites? 14. Why does Acacia use the Tanzanian police to provide security? 15. Intruders have decreased so aren’t violations only a historical problem? 16. Are ‘intruders’ still being killed at North Mara mine? 17. Does Acacia report on how many ‘intruders’ are injured? 18. Has Acacia been questioned about its reporting on deaths/injuries? 19. Is Acacia right to say that RAID has made 'sweeping claims' and misrepresented the human rights situation? 20. If the Tanzanian police are shooting people, why is this the company’s responsibility? 21. How many police officers have been charged with criminal offences? 22. Has Acacia raised the issue of police violations with government officials? 23.
    [Show full text]
  • Annual Reportannual 2016 Barrick Goldbarrick Corporation of Owners Of
    Barrick Gold Corporation Annual Report 2016 Barrick Gold Corporation A Company of Owners Annual Report 2016 Our Vision is the generation of wealth through responsible mining – wealth for our owners, our people, and the countries and communities with which we partner. We aim to be the leading mining company focused on gold, growing our cash flow per share by developing and operating high-quality assets through disciplined allocation of human and financial capital and operational excellence. “ In 2016, we further strengthened our balance sheet and generated record free cash flow through a disciplined and rigorous approach to capital allocation. Going forward, digital technology and innovation will play an increasingly important role across our business as we seek to grow the long-term value of our portfolio with a focus on growing margins and returns over production volume.”Kelvin Dushnisky, President Our Assets are located in geopolitically stable regions with an increasing focus on our five core mines in the Americas. Proven and Probable Mineral Reserves6 As at Production Cost of Sales AISC1† Tonnes Grade Contained Golden Sunlight Hemlo December 31, 2016 (000s ozs) ($/oz) ($/oz) (000s ozs) (gm/t) (000s ozs) Turquoise Ridge JV Goldstrike 20% Cortez Goldstrike 1,096 852 714 70,685 3.55 8,077 19% ~70% of 2016 production Cortez 1,059 901 518 151,002 2.11 10,220 Pueblo Viejo 13% from core mines at Cost of Sales$793/oz Pueblo Viejo (60%) 700 564 490 85,821 2.93 8,087 1 8% and AISC $606/oz Lagunas Norte Lagunas Norte 435 651 529 70,670 1.86 4,218 Other Gold Mines: Porgera JV, Papua New Guinea Veladero 544 872 769 252,125 0.83 6,749 Kalgoorlie JV, Australia Acacia, Tanzania Other Copper Mines: Core mines sub-total 3,834 793 606 631,283 1.85 37,473 Zaldívar Copper JV 10% Jabal Sayid JV, Saudi Arabia Veladero Lumwana, Zambia Total Barrick 5,517 798 730 2,006,898 1.33 85,950 †Please see page 84 of the 2016 Financial Report for corresponding endnotes.
    [Show full text]
  • Information Circular
    Barrick Gold Corporation Information Circular Notice of Annual Meeting of Shareholders April 25, 2017 | Toronto, Ontario Welcome to Barrick Gold Corporation’s Notice of Annual Meeting of Navigation and Task buttons Shareholders Information Circular. This pdf version of the Circular has been enhanced with navigation and task buttons to help you navigate Close Document through the document and find the information you want more quickly. Search The table of contents and URLs link to pages and sections within the document as well as to outside websites. The task buttons provide quick Print access to search, print, save to disk and view options, but may not work Save to Disk on all browsers or tablets. Two Page View Single Page View Table of Contents Next Page Previous Page Last Page Visited Inside this Circular Letter from the Executive Chairman ....................................................................... II Letter from the Lead Director ............................................................................ IV Notice of 2017 Annual Meeting .......................................................................... 1 Key Terms ............................................................................................ 2 Meeting and Voting Information ......................................................................... 3 Business of the Meeting ................................................................................ 8 Barrick’s Financial Statements .........................................................................
    [Show full text]
  • Barrick 2019 Annual Report
    BARRICK GOLD CORPORATION 2019 Annual Report to The Voluntary Principles on Security and Human Rights 1 Executive Summary Barrick Gold (hereinafter referred to as “Barrick” or “the Company”’) began to implement the Voluntary Principles on Security and Human Rights (hereinafter referred to as the “Voluntary Principles” or the “VPSHR”) in 2007 by carrying out an independent, external risk assessment at a number of its sites. The commitment of the Company to the VPSHR was formalized in 2009 by Executive Management and Board of Director approval of a corporate-wide Security Policy that explicitly commits the company to be guided in its actions by the VPSHR. Barrick formally applied and was accepted as a member to the VPSHR in 2010. Additional policies, standards and procedures have been developed to implement specific elements of the Voluntary Principles into all of the Company’s internal security practices. This is the Company’s ninth report to the Voluntary Principles Initiative (VPI) Plenary. As per the amendments to the Governance Rules regarding annual reports, this report is a short-form ‘Update Report’ that focuses on material changes since Barrick’s last full annual report submitted in 2019. On January 1, 2019, Barrick completed a merger with Randgold Resources Limited (“Randgold”) a publicly traded mining company with ownership interests in the following gold mines: Kibali in the Democratic Republic of Congo; Tongon in Côte d’Ivoire; and Loulo-Gounkoto and Morila in Mali. On March 10, 2019, we entered into an implementation agreement with Newmont Corporation (Newmont) to create a joint venture, named Nevada Gold Mines, combining our respective mining operations, assets, reserves and talent in Nevada, USA.
    [Show full text]
  • West Kenya Project Scoping Study
    13 October 2020 Shanta Gold Limited ("Shanta Gold", “Shanta” or the "Company") West Kenya Project Scoping Study Shanta Gold (AIM: SHG), the East Africa-focused gold producer, is pleased to announce the results of an independent Scoping Study for the high grade West Kenya Project (“the Project”) in western Kenya. Project Highlights Production Potential Life of Mine (“LOM”) gold production of 949,000 ounces (“oz”); Average annual gold production of 105,000 oz for 9 years; Average head grade mined at 9.3 g/t; Open pit mining for 2 years followed by underground mining; Conventional CIL processing plant with annual processing capacity of 480 kt; Cut-off grade of 3.6 g/t for underground Long Hole Open Stoping (“LHOS”); and, Production schedule does not include any potential future exploration success. Costs1 LOM C3 cash costs (including royalties) of US$582 /oz; LOM All In Sustaining Costs (“AISC”) of US$681 /oz; LOM All In Costs (“AIC”) of US$850 /oz inclusive of pre-production costs; and, Estimated pre-production capital cost of US$161 m. Economics2 LOM EBITDA of US$1,061 m, averaging US$118 m annually; LOM operating margin of 66%; LOM free cash flow of US$531 m; Post-tax NPV8% of US$340 m; and, Unlevered IRR of 110%. Notes. 1. Cost figures are aligned with World Gold Council standards for reporting 2. Project economics have been prepared using a LOM gold price of US$1,700 /oz Community Benefit and Value to Kenya The Project Scoping Study is based on a NI 43-101 Inferred Resource which requires an investment by Shanta to undertake infill drilling and technical studies over the next 24-36 months to determine the economic viability of a potential mining operation.
    [Show full text]
  • Anger Boils Over at North Mara Mine – Barrick/Acacia Leave Human Rights Abuses Unaddressed
    Anger Boils Over at North Mara Mine – Barrick/Acacia Leave Human Rights Abuses Unaddressed Field Assessment Brief Catherine Coumans July 2017 June proved to be a hot month for Canada’s Barrick Gold Corp. (Barrick) and its London-based 63.9%- owned subsidiary Acacia Mining plc. (Acacia). Both in Tanzania’s capital Dar es Salaam and at the North Mara Gold Mine ltd.1 (North Mara) problems escalated for the companies. On June 12th, the Tanzanian Government released a second report by a Presidential Committee of experts2 examining the economic and legal activities of Acacia’s operations. This report followed the release of an explosive Presidential Committee report in May3 that accused Acacia of underreporting gold and copper percentages in mineral sand concentrates slated for export and smelting overseas, leading to an export ban on these concentrates from two of the company’s three operating mines and costing Acacia an estimated $1 million (US) a day.4 The June report reviews data back to 1998 and accuses Acacia of under-reporting revenues and under-payment of taxes and royalties worth tens of billions of dollars.5 It also recommends re-negotiation of the contracts between the Tanzanian government and Acacia and a continuation of the export ban on concentrates from Acacia’s Buzwagi and Bulyanhulu mines. On June 14, Barrick’s Executive Chairman, John Thornton, flew into Dar es Salaam to meet with President Magufuli, reportedly6 to negotiate a solution to the financial impacts of Magufuli’s decisions on Barrick and Acacia’s Tanzanian operations. 1 North Mara Gold Mine ltd.
    [Show full text]
  • Acacia Mining Plc (“Acacia’’) Reports Full Year 2018 Results
    11 February 2019 Results for the 12 months ended 31 December 2018 (Unaudited) Based on IFRS and expressed in US Dollars (US$) Acacia Mining plc (“Acacia’’) reports full year 2018 results “I am pleased to report that during 2018 we successfully stabilised the business with our focus on operational performance across all three mines. We achieved gold production of 521,980 ounces for the year, substantially ahead of our initial 2018 production guidance of 435,000 to 475,000 ounces, and we maintained a strong cost discipline achieving an all-in sustaining cost of US$905 per ounce sold, well below the full year guidance range of US$935 to US$985 per ounce,” said Peter Geleta, Interim CEO of Acacia. “This would not have been possible without the sheer resilience, hard work and determination of all of our people and I would like to thank each and every one of them for their contributions to the Acacia Group, particularly given the continued challenging operating environment this year. We were able to return the Company to free cash flow generation in the second quarter of the year, a trend which was sustained during the second half, ending the year with a net cash position of US$88 million. At the same time, we continued to demonstrate our long-term commitment to Tanzania and its mining industry, contributing over US$127 million in taxes and royalties, spending over US$273 million with local suppliers in Tanzania, achieving a rate of 97% local employees and investing US$8.8 million in our Sustainable Communities strategy to improve the lives of those living near our mine sites.
    [Show full text]
  • Sustainability Report 2019 1 ABOUT THIS REPORT Transparency and Openness Are Critical to Our Sustainability Strategy
    Building Partnerships Putting People First Prioritizing ESG Serious About Sustainability CONTENTS OUR APPROACH page 10 1Our vision and sustainability strategy A sustainability strategy built on four pillars Governance of sustainability Risk management Stakeholder engagement Materiality assessment Doing business in an ethical manner INTRODUCTION page 1 About this report External recognition SOCIAL AND ECONOMIC Foreword from our CEO Our business at a glance 2 DEVELOPMENT page 30 Our ESG scorecard Payments to governments Community development Community engagement Resettlement External recognition 1 2 3 4 5 5 MANAGING OUR IMPACTS ON THE NATURAL ENVIRONMENT page 68 3 HEALTH AND SAFETY page 46 Environmental incidents Safety Water Occupational health Responsible tailings management and dam safety Climate change Biodiversity Closure APPENDICES page 98 HUMAN RIGHTS page 54 ESG Scorecard methodology Tailing Storage Facility inventory 4 Human rights Labor rights Indigenous people CAUTIONARY STATEMENT Diversity and inclusion ON FORWARD LOOKING INFORMATION page 99 INTRODUCTION SERIOUS ABOUT OUR APPROACH 73% water recycled and reused 78% water recycled or reused in water stressed areas Ranked in the SOCIAL AND ECONOMIC of energy from SOCIAL AND ECONOMIC 4% th percentile DEVELOPMENT DEVELOPMENT page 30 renewables 97 Payments to governments operations Community development 76% Community engagement certified to Resettlement ISO 14001 0.50 LTIFR1 Over $4.4bn spent with host HEALTH AND SAFETY HEALTH 2.24 TRIFR2 country suppliers CDCs established Industry leader 2019 Corporate Sector and at 6 sites Children’s Rights Benchmark HEALTH AND SAFETY page 46 3 Independent Safety tailings reviews HUMAN RIGHTS Occupational health conducted New emissions and reusedNew emissionsreduction reduction target target set set Ranked in the4.on3 independent tailings reviews conducted 1 Lost Time Injury Frequency Rate (LTIFR) is a ratio calculated as follows: number of lost time injuries x 1,000,000 hours divided by the total number of hours worked.
    [Show full text]
  • KENYA MINING INVESTMENT HANDBOOK 2016 Republic of Kenya
    KENYA MINING INVESTMENT HANDBOOK 2016 Republic of Kenya © Government of the Republic of Kenya, 2016 Ministry of Mining www.mining.go.ke All Rights Reserved This handbook was developed in partnership with UK aid from the UK Government DISCLAIMER This publication is intended as a general guide only. The information which it contains is not intended to provide legal advice and should not be treated as a substitute for legal advice concerning particular situations. Images courtesy of Base Titanium, Daniel Garcia, Gary Whitton, Vadim Ratnikov, Alfred Emmerichs, Thomas Becker & Jordan Rusev. 2 KENYA MINING INVESTMENT HANDBOOK KENYA MINING INVESTMENT HANDBOOK 3 CONTENTS MESSAGE FROM THE PRESIDENT OF THE REPUBLIC OF KENYA 7 FOREWORD 8 1. INTRODUCTION TO THE KENYA MINING HANDBOOK 11 2. BACKGROUND INFORMATION ON KENYA 13 2.1. LOCATION 13 2.2. ECONOMIC CONTEXT 13 3. MINING SECTOR AND POTENTIAL 17 3.1. MINING SECTOR PERFORMANCE 17 3.2. KEY PLAYERS IN THE INDUSTRY 17 3.3. PROMISING GEOLOGY 18 3.4. STRATEGIC DEVELOPMENTS 26 4. INSTITUTIONAL, LEGAL & REGULATORY FRAMEWORK 30 4.1. KEY INSTITUTIONS 31 4.2. MINING LAW AND RELATED TERMS 34 4.3. FISCAL TERMS 40 4.4. LICENSES, PERMITS, AND PROCEDURES 42 5. BUSINESS ENVIRONMENT 46 5.1. STARTING A BUSINESS 46 5.2. LABOR 48 5.3. LOCAL CONTENT 48 5.4. INVESTOR RIGHTS 48 6. CONTACT INFORMATION 51 7. APPENDICES 52 APPENDIX A. PARTIAL LIST OF MINING COMPANIES OPERATING IN KENYA 53 APPENDIX B. APPLICATION PROCEDURES FOR LICENSES AND PERMITS 54 KENYA MINING INVESTMENT HANDBOOK 5 MESSAGE FROM THE PRESIDENT OF THE REPUBLIC OF KENYA With a youthful population that will soon form the largest global workforce, and lands blessed with natural resources beyond compare, Africa is on the verge of economic takeoff.
    [Show full text]
  • Annual Report 2014
    www.barrick.com Barrick Gold Corporation Barrick Gold Corporation Barrick Gold Corporation Head Office: Tel: 416 861-9911 Brookfield Place Toll-free throughout North America: TD Canada Trust Tower 1 800 720-7415 Annual Report 2014 161 Bay Street, Suite 3700 Fax: 416 861-2492 P.O. Box 212 Email: [email protected] Toronto, Canada M5J 2S1 barrick.com Annual Report 2014 @barrickgold /barrick.gold.corporation FINANCIAL HIGHLIGHTS (In millions of US dollars, except per share data) 2014 2013 2012 (Based on IFRS) Revenues $ 10,239 $ 12,527 $ 14,394 Net earnings (loss) (2,907) (10,366) (538) Cautionary Statement on Forward-Looking Information per share (2.50) (10.14) (0.54) Adjusted net earnings1 793 2,569 3,954 Certain information contained or incorporated by reference mineral exploration and development; risk of loss due to acts 1 per share 0.68 2.51 3.95 in this Annual Report 2014, including any information as to of war, terrorism, sabotage and civil disturbances; fluctuations Operating cash flow 2,296 4,239 5,983 our strategy, projects, plans or future financial or operating in the currency markets; changes in U.S. dollar interest rates; Cash and equivalents 2,699 2,404 2,097 performance, constitutes “forward-looking statements”. risks arising from holding derivative instruments; litigation; All statements, other than statements of historical fact, are contests over title to properties, particularly title to undeveloped Dividends paid per share 0.20 0.50 0.75 forward-looking statements. The words “believe”, “expect”, properties, or over access to water, power and other required 2 Annualized dividend per share 0.20 0.20 0.80 “anticipate”, “contemplate”, “target”, “plan”, “intend”, infrastructure; business opportunities that may be presented to, “continue”, “budget”, “estimate”, “may”, “will”, “schedule” or pursued by, the Company; our ability to successfully integrate Gold production (000s oz) 6,249 7,166 7,421 and similar expressions identify forward-looking statements.
    [Show full text]
  • A Stronger Future Together ACACIA MINING PLC ANNUAL REPORT & ACCOUNTS 2018 Acacia Mining Plc Annual Report & Accounts 2018
    A stronger future together ACACIA MINING PLC ANNUAL REPORT & ACCOUNTS 2018 Acacia Mining plc Annual Report & Accounts 2018 Strategic report Governance Group at a glance 1 Governance overview 70 Our lasting legacy 4 Board of Directors 72 CEO statement 10 Executive Leadership Team 74 Q&A with the Independent Interim Chair 16 Corporate governance report 75 Market overview 18 Committee reports 80 Our business model 22 Remuneration report 87 Our strategy 24 Other information 102 Key performance indicators 26 Directors’ responsibilities statement 106 Risk management 30 Reserves and resources 107 Principal risks and uncertainties 32 Financial statements Performance review Independent Auditors’ report to the Operating review 36 members of Acacia Mining plc 112 Financial review 50 Consolidated financial statements 119 Sustainability review 56 Notes to the consolidated financial statements 124 Parent company financial statements 164 Notes to the parent company financial statements 168 Shareholder information Glossary of terms 179 Shareholder enquiries 185 STRATEGIC REPORT STRATEGIC At the core of Acacia are excellent assets and great people and, while we continue to work through the uncertain operating environment, we maintain a strong focus over what we can control. We have demonstrated our commitment Acacia is one of the to manage the business, develop our largest gold producers in Africa. We have three people and build long-term partnerships mines, all located in north-west Tanzania, and with our local communities, governments a portfolio of exploration projects across the and other key stakeholders. continent. Operating performance Exploration and development SEE PAGE 36 SEE PAGE 44 Strong cost discipline Sustainability and partnerships SEE PAGE 50 SEE PAGE 56 ACACIA MINING PLC ANNUAL REPORT & ACCOUNTS 2018 1 Highlights Over the past year Acacia has successfully stabilised the business with a focus on optimising operational performance.
    [Show full text]
  • Land Acquisition Management Using
    Land Acquisition: Compensation and Resettlement Kate Wood| Business Analyst: Professional Services FEBRUARY 2019 Landfolio for Natural Resources Managing Local Land Concerns, Maintaining Corporate Governance Agenda • Mining-Induced Displacement and Resettlement (MIDR) • 3 Case Studies Tanzania – Acacia Mining Papua New Guinea – Barrick PNG Kenya – Acacia Mining Mining-Induced Displacement & Resettlement IFC PS5 R L A R P P Community Resettlement Challenges Flaws in Payment Processes – Fraud – Lost documents – Calculation errors in payments – No history – Double payments – No written procedures Successful Case Study: Acacia Mining Tanzania (formerly known as African Barrick Gold) Tanzania Sites – Dar Es Salaam – North Mara – Bulyanhulu – Tulawaka – Buzwagi Acacia Compensation Project ▪ North Mara mine located in Mara Region, NW Tanzania, home to Serengeti National Park, and to over 1.7 million people Compensation Project Goals ▪ Establish Standard Business Practices ▪ Comply with Legal Requirement to Compensate Customary Land Holders ▪ Comply with Corporate Governance Standards (IFC) - Land Services - Records Management - Grievance Management & Resolution ▪ Comply with Existing Resettlement Action Plans (RAP) Successful Management of Resettlement Programs Managing the compensation process for extensive mine site community relocation programs can include: ▪ Land ▪ Graves/Grave Sites ▪ Crops/Trees ▪ Structures ▪ Buildings (Construction Agreements) Acacia Resettlement Process (1) 1. Resettlement Areas identified 2. Negotiate MOU with Villagers 3. Survey Individual Land Parcels – Land Owners and their Tenants (Survey Contractors) 4. Valuation of Property (Registered Valuers) – Crops, Buildings, Graves etc. 5. Data Entry/Import into Landfolio Assessment Forms Assessment Forms Surveying the Site Payment Calculations ▪ Line items including number of crops, graves, huts etc. Mapping Interface Acacia Resettlement Process (2) 7. Generate Valuation Reports (Government) 8. Create Resettlement Agreement (if eligible) 9.
    [Show full text]