B2gold Corp. · TSX:BTO
B2gold — Shareholder Meeting (May 2024)
29 slides from B2gold's shareholder meeting presentation, May 13, 2024
Slide 1: Notice of Annual General and Special Meeting of Shareholders and Management Information Circular
NOTICE OF ANNUAL GENERALAND SPECIAL MEETING OFSHAREHOLDERSANDMANAGEMENT INFORMATIONCIRCULARMeeting Date: Thursday, June 20, 2024 B2GOLD CORP. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
Slide 2: Continued Focus on Growth
Continued Focus on Growth We continued with our plan of accretive growth in April 2023 with the acquisition of Sabina Gold & Silver Corp. and the 100% owned Back River Gold District located in Nunavut, Canada. The Back River Gold District consists of five mineral claims blocks along an 80 kilometer
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Slide 5: Message from CEO
LTR2 2024 Management Information Circular B2GOLD MESSAGE FROM CEO
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Slide 8: Message from CEO
B2GOLD 2024 Management Information Circular LTR3 MESSAGE FROM CEO
Slide 9: CEO closing message and B2Gold at a glance
In closing, I would like to express my sincere gratitude to our dedicated employees who have a track record of excellent performance and have shown incredible resolve over the past few years. I would also like to recognize our Board of Directors for their guidance and support of management’s vision
Slide 10: Vision & Values
VISION & VALUES At B2Gold, responsible environmental stewardship and social responsibility are integral components of the way we do business. We have recognized as corporate priorities, environmental management and the support of local communities, and we integrate environmental and social factors i
Slide 11: Executive Summary: Operational Highlights
B2GOLD 2024 Management Information Circular ROM1 EXECUTIVE SUMMARY OPERATIONAL HIGHLIGHTS B2Gold continued its strong performance in 2023 across all of its operations while maintaining its longstanding commitment to safety and continuous improvement with industry leading safety and lost time perform
Slide 12: Business of the Meeting: Kelvin Dushnisky, Independent Director, Chair
2024 Management Information Circular B2GOLD BUSINESS OF THE MEETING Kelvin Dushnisky, Independent Director, Chair
Slide 13: Business of the Meeting: Clive Johnson, Director, President and CEO
Notes: (1) The Board of Directors approved changes to the various Board committees to be effective after the 2023 AGM. The Committee attendance reflects those Committees the Director was a member of throughout the 2023 calendar year. (2) On March 11, 2024, Rigel Resource Acquisition Corporation anno
Slide 14: Business of the Meeting: Liane Kelly, Independent Director
Notes: (1) The Board of Directors approved changes to the various Board committees to be effective after the 2023 AGM. The Committee attendance reflects those Committees the Director was a member of throughout the 2023 calendar year. (2) As at the Record Date, the RPUs were fully vested and were red
Slide 15: Business of the Meeting: Jerry Korpan, Independent Director
Notes: (1) The Board of Directors approved changes to the various Board committees to be effective after the 2023 AGM. The Committee attendance reflects those Committees the Director was a member of throughout the 2023 calendar year. (2) As at the Record Date, the RPUs were fully vested and were red
Slide 16: Business of the Meeting: Thabile Makgala, Independent Director
Note: (1) The Board of Directors approved changes to the various Board committees to be effective after the 2023 AGM. The Committee attendance reflects those Committees the Director was a member of throughout the 2023 calendar year. Thabile Makgala, Independent Director
Slide 17: Business of the Meeting: Lisa Pankratz, Independent Director
Note: (1) The Board of Directors approved changes to the various Board committees to be effective after the 2023 AGM. The Committee attendance reflects those Committees the Director was a member of throughout the 2023 calendar year. B2GOLD 2024 Management Information Circular BUSINESS OF THE MEETING
Slide 18: Business of the Meeting: Robin Weisman, Independent Director
Note: (1) The Board of Directors approved changes to the various Board committees to be effective after the 2023 AGM. The Committee attendance reflects those Committees the Director was a member of throughout the 2023 calendar year. Robin Weisman, Independent Director
Slide 19: Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Note: (1) The Board of Directors approved changes to the various Board committees to be effective after the 2023 AGM. The Committee attendance reflects those Committees the Director was a member of throughout the 2023 calendar year. 2024 Management Information Circular B2GOLD BUSINESS OF THE MEETING
Slide 20: Corporate Governance
B2GOLD 2024 Management Information Circular CORPORATE GOVERNANCE The Board of Directors is committed to sound corporate governance practices that are both in the interest of stakeholders and contribute to effective and efficient decision making. National Policy 58-201, Corporate Governance Guideline
Slide 21: Corporate Governance: Sustainability Committee
B2GOLD 2024 Management Information Circular CORPORATE GOVERNANCE SUSTAINABILITY COMMITTEE
Slide 22: Executive Compensation
2024 Management Information Circular B2GOLD EXECUTIVE COMPENSATION As part of its annual review and discussion of executive compensation, the Compensation Committee noted the following factors that discourage the Company’s executives from taking unnecessary or excessive risk: What we do: Page What w
Slide 23: Executive Compensation: Alignment with Shareholder Experience
2018 ($) 2019 ($) 2020 ($) 2021 ($) 2022 ($) 2023 ($) S&P/TSX Composite Index S&P/TSX Global Gold Index B2Gold Total Shareholder Return NEO Total Reported Compensation Note: (1) Total Reported Compensation excludes the value of the retention awards made to Messrs. Cinnamond and Lytle in 2019, and Mr
Slide 24: Executive Compensation
B2GOLD 2024 Management Information Circular EXECUTIVE COMPENSATION • While reported total compensation is moving in alignment with shareholder returns, one must consider compensation actually realized, or currently realizable, in comparing CEO compensation to Shareholder returns. Due to the strong a
Slide 25: CEO - Clive Johnson: Grant Date vs Realized Value
$25,000,000 $20,000,000 $10,000,000 $5,000,000 CEO - Clive Johnson Grant Date Fair Value IM Realized/Realizable Value All of | Mr. Johnson's ‘outstanding option awards are underwater PSUs awarded in 2020 have vested at 82% PSUs awarded in 2021 have vested at 59% PSUs awarded in 2022 are currently tr
Slide 26: Summary Compensation Table
2024 Management Information Circular B2GOLD EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table is a summary of compensation earned by the Named Executive Officers for the Company’s three most recently completed financial years. Name and principal position Year Salary ($) Share- ba
Slide 27: Securities Authorized for Issuance under Equity Compensation Plans
B2GOLD 2024 Management Information Circular SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS EQUITY COMPENSATION PLAN INFORMATION AND BURN RATE INFORMATION The following table provides certain information regarding compensation plans under which securities of the Company are author
Slide 28: Indebtedness of Directors and Executive Officers
B2GOLD 2024 Management Information Circular INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS During the most recently completed financial year and as at the date hereof, there was no indebtedness, other than routine indebtedness, outstanding to the Company or any of its subsidiaries, or to another e
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