UPDATE 1-Wary investors slow to warm to Barrick Gold's latest shakeup

Mon Jul 21, 2014 10:56pm EDT

(Adds company comment)

By Euan Rocha

TORONTO, July 21 (Reuters) - Worried they may be given the cold shoulder by an imperious leadership, shareholders of Barrick Gold Corp, the world's biggest gold miner, are taking a "show me" approach to the company's latest management shakeup.

Barrick said last week that Chief Executive Jamie Sokalsky will leave the company in September. He will be replaced by two co-presidents, a move that concentrates power in the hands of Executive Chairman John Thornton, a man handpicked for the job by Peter Munk, who founded the company and headed it his way for decades.

"The concern in this situation is that the person setting the strategy does not listen to the shareholders, who are the real owners of the company," said Chris Mancini, an analyst at Gabelli Gold Fund, which owns more than 2.4 million shares in Barrick according to Thomson Reuters data.

"There was a concern within the market that Mr. Munk was not listening to shareholders...And so if Mr. Thornton also doesn't listen to shareholders that could be a problem again."

Munk stepped down as chairman in April in the face of investor criticism, and with the exit of Sokalsky, Thornton is now both more free and under greater pressure to map out a clear strategy to cut Barrick's lofty debt levels, boost profits and eventually raise dividends.

Brad Allen, who advises boards on corporate governance, is not convinced that the new structure is ideal. He argues the best structure would have been a strong CEO, Thornton as a strong chairman, and a strong independent board.

"This move seems to be a continuation of the previous dynasty," said Allen, who heads Branav Shareholder Advisory Services Inc. "It will be interesting to see how the new board responds, as they have their work cut out to demonstrate some credibility in the independence department."

Barrick is emerging from a minor shareholder revolt over a $11.9 million signing bonus for Thornton that Munk acknowledged was his decision entirely. That brouhaha came as Barrick was writing down billions of dollars of assets, some of which were acquired via its C$7.3 billion ($6.8 billion) purchase of Equinox Minerals in 2011, a move also spearheaded by Munk.

Toronto-based Barrick has taken steps to deal with investor unrest and questions about boardroom independence. It shuffled its board late last year and unveiled a new performance-based pay scheme for executives in March.

But the ouster of Sokalsky, who had moved rapidly to stabilize Barrick over the past two years as it wrote down its billions, raises questions about Thornton's plans for Barrick.

One source briefed on the matter said Thornton plans to make more changes in the boardroom as he feels there are skills sets that it may be lacking.

Barrick said any further changes it makes to its boardroom, however, will most likely be to add new independent directors - a move that should only serve to allay any shareholder concerns about Thornton holding too much sway.

COLLAPSE OF NEWMONT TALKS

The company says the management shakeup should definitely not elicit any corporate governance concerns.

"It is admittedly unorthodox not to have a CEO but it's more about a culture and behavior that the board is trying to drive with the new structure," said Barrick spokesman Andy Lloyd. "It is very much focused on the things the board believes will make Barrick successful in the long run."

Some investors however, are not fully persuaded.

One source, who asked not to be named as it was against his firm's policy to comment to media on specific companies, said he is not convinced by Thornton's performance so far, noting the flameout of recent merger talks between Barrick and Newmont Mining Co.

Those talks descended into acrimony in April with the two miners publicly accusing each other of scuppering the deal. Newmont publicly singled out Thornton and Munk for the failure, and sources familiar with the matter told Reuters at the time that the talks had hit a snag on how power would be shared at the board level within the combined entity.

"While Jamie's planned departure might rekindle another round of merger hopes, we doubt this will be the case near term given the less than amicable end to the discussions," said Citi analyst Brian Yu in a note to clients.

That Thornton has much to prove is also evidenced by the fact that he has not pulled off any major coups since joining the board two years ago amid high expectations that the former Goldman Sachs executive and China expert would bring much to Barrick through his impeccable connections.

Thornton, however, was central to sealing a joint venture deal with Ma'aden, or Saudi Arabian Mining Co, earlier this month. That deal is set to kickstart Barrick's long-delayed Jabal Sayid copper asset in the kingdom.

So while skeptical for now, investors appear willing to give Thornton some time to lay out his plans.

"This is definitely a 'show me' type of situation," said Donald Reed, head of Franklin Templeton Investments, which owns some 515,000 shares in Barrick, according to Thomson Reuters data. He added that a good indicator for the market would be to see Barrick in a position to raise its dividend once again.

Also sure to silence some skeptics would be an uptick in the company's stagnating share price.

"Shareholders at this point will take a limited wait and see approach, but the clock is ticking for Thornton to do something significant that delivers shareholder returns sooner rather than later," said Allen of Branav.

($1 = 1.07 Canadian Dollars) (Additional reporting by Nicole Mordant; Editing by Peter Galloway)

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