The Human Resources and Compensation Committee generally assumes responsibility for making recommendations to the Board of Directors on all matters relating to the compensation of directors, members of the various committees of the Board of Directors, the Chair of the Board, officers and employees of Kinross, as more specifically delineated in the responsibilities of the Human Resources and Compensation Committee set forth below. The Committee will review compensation paid to the directors, committee members, the Chair of the Board, management and employees of other mining companies to confirm whether Kinross' compensation programs are competitive, so that Kinross is in a position to attract, motivate and retain high-calibre individuals.
The Human Resources and Compensation Committee will be comprised of at least three directors, all of whom will be "independent directors" in accordance with applicable legal requirements, including the requirements published by the Canadian Securities Administrators and the Corporate Governance Rules of the New York Stock Exchange reproduced in Schedule "A" to the Charter of the Board of Directors and the Charter of the Audit Committee, and in particular the legal requirements for service as an independent director on a compensation committee.
The Committee members will be appointed by the Board of Directors annually at the meeting of the Board of Directors held closest to the annual general shareholders meeting.
The Board of Directors may remove a member of the Committee at any time in its sole discretion by resolution of the Board of Directors. Unless a Chair is appointed by the full Board of Directors, the members of the Committee may designate a Chair of the Committee by majority vote of the full membership of the Committee.
Responsibilities and powers of the Human Resources and Compensation Committee generally include, but are not restricted to undertaking the following:
The Committee will meet regularly at times necessary to perform the duties described above in a timely manner, but not less than once a year. Meetings may be held at times deemed appropriate by the Committee.
These meetings may be with representatives or appropriate members of management, all either individually or collectively as may be required by the Chair of the Committee.
The Chair of the Committee will report periodically to the Board of Directors.