Board of Directors

Kinross’ Board of Directors is ultimately responsible for the stewardship, the supervision and coaching of the management of the business and affairs of Kinross and to act in the best interests of Kinross. The Board of Directors will discharge its responsibilities directly and through its committees, currently consisting of an Audit Committee, Human Resource and Compensation Committee, Nominating Committee, Environmental and Health and Safety Committee, Risk Committee and Corporate Governance Committee. The Board of Directors shall meet regularly to review the business operations and corporate governance and financial results of Kinross. Meetings of the Board of Directors shall include regular meetings with management to discuss specific aspects of the operations of Kinross. The “Independent” board members shall also hold separate, regularly scheduled meetings at which management is not in attendance.

The Board of Directors shall be constituted at all times of a majority of individuals who are “independent directors” in accordance with applicable legal requirements, including currently the requirements published by the Canadian Securities Administrators and the Corporate Governance Rules of New York Stock Exchange, which are reproduced in Schedule “A” attached hereto.

As the rules set out in Schedule “A” may be revised, updated or replaced from time to time, the Board of Directors shall ensure that such schedule gets updated accordingly when required.

The Board of Directors’ responsibilities include, without limitation to its general mandate, the following specific responsibilities:

• Appointing an “Independent Chairman” who will be responsible for the leadership of the Board of Directors and for specific functions to ensure the independence of the Board of Directors.

• The assignment to committees of directors of the general responsibility for developing Kinross’ approach to: (i) corporate governance issues and nomination of board members; (ii) financial reporting and internal controls; (iii) environmental compliance; (iv) health and safety compliance; (v) risk management; and (vi) issues relating to compensation of officers and employees.

• Succession planning, including the selection, appointment, monitoring, evaluation and, if necessary, the replacement of the Chief Executive Officer and other executives, to ensure that management succession is, to the extent possible, effected in a manner so as not to be disruptive to Kinross’ operations. The Board will, as part of this function, satisfy itself as to the integrity of the Chief Executive Officer and other executives and that such Chief Executive Officer and executives create and maintain a culture of integrity throughout the Kinross organizaton.

• With the assistance of the Nominating Committee:

  • Reviewing the composition of the Board to ensure that an appropriate number of independent directors sit on the Board of Directors.

  • Ensuring that an appropriate selection process for new nominees to the Board of Directors is in place.

  • Ensuring that an appropriate orientation and education program for new recruits to the Board of Directors is in place.

  • With the assistance of the Corporate Governance Committee:

  • Developing Kinross’ approach to corporate governance, including developing a set of corporate governance principles and guidelines specific to Kinross.

  • The assessment, at least annually, of the effectiveness of the Board of Directors as a whole, the committees of the Board of Directors and the contribution of individual directors, including consideration of the appropriate size of the Board of Directors.

• With the assistance of the Audit Committee:

  • Ensuring the integrity of Kinross’ internal control and management information systems. Ensuring compliance with laws and regulations, audit and accounting principles and Kinross’ own governing documents.

  • Selecting, appointing, determining the remuneration of and, if necessary, replacing the independent auditors.

  • Ensuring the independence of the auditors.

  • Identification of the principal financial and controls risks facing Kinross and ensuring that appropriate systems are in place to manage these risks.

  • Review and approval of significant accounting and financial matters and the provision of direction to management on these matters.

• With the assistance of the Risk Committee, the identification of the principal business (including political risks) facing Kinross and ensure an appropriate process is in place to manage such risks.

• With the assistance of the Human Resources and Compensation Committee, the approval of the compensation of the senior management team and establishing compensation and shareholding requirements for directors and disclosing such compensation and shareholdings.

• With the assistance of the Environmental and Health and Safety Committee, overseeing the development and implementation of policies and practices of Kinross relating to environmental issues in order to ensure compliance with environmental laws.

• With the assistance of the Environmental and Health and Safety Committee, overseeing the development and implementation of policies and practices of Kinross relating to health and safety issues in order to ensure compliance with health and safety laws.

• With the assistance of the Officer responsible for investor relations, monitor and review feedback provided by Kinross’ various stakeholders.

• Approving securities compliance policies, including communications policies of Kinross and review of these policies at least annually.

• The adoption of a strategic planning process, approval and review, on an annual basis of a strategic plan that takes into account business opportunities and business risks identified by the Risk Committee and monitoring performance against plan.

• The review and approval of corporate objectives and goals and expectations applicable to senior management personnel of Kinross.

• Defining major corporate decisions which require Board approval and approving such decisions as they arise from time to time.

• Obtaining periodic reports from management on Kinross’ operations including, but without limitation, reports on security issues surrounding Kinross’ assets (property and employees) and the protection mechanism that management has in place.

• Ensuring that this Charter is disclosed on a yearly basis to the shareholders in Kinross’ management information circular prepared for the annual and general meeting of shareholders or other disclosure document or on Kinross’ website.

• Performing such other functions as prescribed by law or assigned to the Board of Directors in Kinross’ constating documents and by-laws.

1. The members of the Board are expected to attend all meetings of Board of Directors unless prior notification of absence is provided.

2. The members of the Board are required to have reviewed board materials in advance of the meeting and be prepared to discuss such materials at the meeting.

3. The Board shall provide contact information on the website of Kinross of an independent director responsible for receiving feedback from shareholders and such director will report to the whole Board on a regular basis on the feed back received.

Independence Requirements of Multilateral Policy 58-201

A member of the Board shall be considered “independent” if he or she has no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgement.

Subject to the exemptions available under Multilateral Instrument 52-110 Audit Committees, the following individuals are considered to have a material relationship with the Company:

1. an individual who is, or has been within the last three years, an employee or executive officer of the Company;

2. an individual whose immediate family member is, or has been within the last three years, an executive officer of the Company;

3. an individual who:

   1. is a partner of a firm that is the Company’s internal or external auditor;

   2. is an employee of that firm; or

   3. was within the last three years a partner or employee of that firm and personally worked on the Company’s audit within that time;

4. an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:

   1. is a partner of a firm that is the Company’s internal or external auditor;

   2. is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or

   3. was within the last three years a partner or employee of that firm and personally worked on the Company’s audit within that time;

5. an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the Company's current executive officers serves or served at the same time on the entity's compensation committee; and

6. an individual who received, or whose immediate family member who is employed as an executive officer of the Company received, more than $75,000 in direct compensation from the Company during any 12 month period within the last three years, other than as remuneration for acting in his or her capacity as a member of the Board of Directors or any Board committee, or the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service for the Company if the compensation is not contingent in any way on continued service.

A director shall be considered “independent” in accordance with NYSE Rules if that director has no material relationship with the Company that may interfere with the exercise of his/her independence from management and the Company.

In addition:

1. A director who is an employee, or whose immediate family member is an executive officer, of the Company is not independent until three years after the end of such employment relationships.

2. A director who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from the Company, other than director or committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent until three years after he or she ceases to receive more than $100,000 per year in such compensation.

3. A director who is affiliated with or employed by, or whose immediate family member is affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the Company is not “independent” until three years after the end of the affiliation or the employment or auditing relationship.

4. A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Company’s present executives serve on that company’s compensation committee is not “independent” until three years after the end of such service or the employment relationship.

A director who is an executive officer or an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not “independent” until three years after falling below such threshold.