Compensation Committee

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 Chairman 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. For the purposes of its mandate, the Human Resources and Compensation Committee will review all aspects of compensation paid to the directors, committee members, the Chairman of the Board, management and employees of other mining companies to ensure that Kinross’ compensation programs are competitive, ensuring 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 currently 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. Each member will have skills and/or experience which are relevant to the mandate of the Committee.

The Committee members will be elected annually at the first meeting of the Board of Directors following 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 Chairperson is elected by the full Board of Directors, the members of the Committee may designate a Chairperson 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:

• Monitoring and evaluating the performance of the President and Chief Executive Officer and other members of senior management.

• Annually reviewing and making recommendations to the Board of Directors upon the recommendation of members of senior management with respect to Kinross’ overall compensation and benefits philosophies and programs for employees, including base salaries, bonus and incentive plans, deferred compensation and retirement plans and share purchase or issuance plans including stock options and/or restricted share rights. As part of its review process, the Human Resources and Compensation Committee will review peer group and other mining industry compensation data reported through surveys and other sources.

• Annually reviewing and making recommendations to the Board of Directors with respect to Kinross’ compensation and benefit programs for the President and Chief Executive Officer and other senior officers of Kinross including base salaries, bonuses or other performance incentives, stock options and/or restricted share rights. In setting the President and Chief Executive Officer’s salary, the Human Resources and Compensation Committee will take into consideration salaries paid to chief executive officers in the gold and general mining industry. The Committee will review and approve corporate goals and objectives relevant to the President and Chief Executive Officer on an annual basis. The President and Chief Executive Officer’s contribution towards Kinross’ achievement of corporate goals and objectives for the previous financial year will form the basis for the Human Resources and Compensation Committee’s recommendations concerning bonus or other performance recognition awards.

• Reviewing and making recommendations to the Board of Directors with respect to the implementation or variation of stock option or restricted share rights plans, share purchase plans, compensation and incentive plans and retirement plans. Further, the Human Resources and Compensation Committee will ensure proper administration of Kinross’ existing share incentive plans, including the granting or making recommendations with respect to the granting of options or restricted share rights. The number of options granted or restricted share rights issued will give consideration to the potential contribution an individual may make to the success of Kinross.
  • Making recommendations to the Board, if thought appropriate, regarding share ownership guidelines applicable to senior officers and monitoring share ownership relative to such guidelines.

• Reviewing and making recommendations to Board as to any employment agreements, change of control provisions and severance agreements with the Chief Executive Officer and other senior officers.

• Engaging and compensating (for which Kinross will provide appropriate funding) any outside advisor that the Committee determines to be necessary to permit it to carry out its duties.

• Annually evaluating the performance of the Committee.

• The Human Resources and Compensation Committee will provide an annual report on executive compensation to the shareholders of Kinross in the Management Information Circular prepared for the annual and general meeting of the shareholders or any other disclosure documents or on Kinross’ website.

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 Chairman of the Committee.

The Chairman of the Committee will report periodically to the Board of Directors.