1

Listed companies must have a majority of independent directors.

We have a majority of “independent” directors who qualify as such under the requirements set out in Section 303A.02 of the NYSE rules.

2

In order to tighten the definition of “independent director” for purposes of these standards: 

2(a)

No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Companies must identify which directors are independent and disclose the basis for that determination.

2(b)

In addition, a director is not independent if:

(i)    The director is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has been within the last three years, an executive officer, of the listed company.

(ii)  The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the listed company, other than director and 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.

(iii)  (A) The director or an immediate family member is a current partner of a firm that is the company’s internal or external auditor; (B) the director is a current employee of such a firm;

(C) the director has an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (D) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the listed company’s audit within that time.

(iv)  The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on that company’s compensation committee.

(v)  The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

3

To empower non-management directors to serve as a more effective check on

management, the non-management directors of each listed company must meet

at regularly scheduled executive sessions without management.

Non-management directors meet without management before each quarterly Board meeting.   

4(a)

Listed companies must have a nominating/corporate governance committee composed entirely of independent directors.

Kinross has a Nominating Committee and a Corporate Governance Committee, both of which are entirely composed of independent directors.

4(b)

The nominating/corporate governance committee must have a written charter that addresses:

(i)    the committee’s purpose and responsibilities – which, at minimum, must be to: identify individuals qualified to become board members, consistent with criteria approved by the board, and to select, or to recommend that the board select, the director nominees for the next annual meeting of shareholders; develop and recommend to the board a set of corporate governance guidelines applicable to the corporation; and oversee the evaluation of the board and management; and

(ii)    an annual performance evaluation of the committee.

Kinross’ Nominating Committee and Corporate Governance Committee have Charters that include these minimum requirements.  However, the function of evaluating management has been delegated to the Compensation Committee.

5(a)

Listed companies must have a compensation committee composed entirely of independent directors.

Kinross has a Compensation Committee composed entirely of independent directors.

5(b)

The compensation committee must have a written charter that addresses:

(i)    the committee’s purpose and responsibilities – which, at minimum, must be to have direct responsibility to:

(A) review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board), determine and approve the CEO’s compensation level based on this evaluation; and

(B) make recommendations to the board with respect to non-CEO

executive officer compensation, and incentive-compensation and equity-based plans that are subject to board approval; and

(C) produce a compensation committee report on executive officer

compensation as required by the SEC to be included in the listed

company’s annual proxy statement or annual report on Form 10-K

filed with the SEC;

(ii)   an annual performance evaluation of the compensation committee.

The Compensation Committee Charter includes in substance all of these responsibilities and other additional responsibilities.  The Compensation Committee reports on executive compensation in Kinross’ annual proxy statement in accordance with Form 51-102F6 of National Instrument 51-102. 

6

Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.

Kinross has an Audit Committee which satisfies the requirements of Rule 10A-3 under the Exchange Act.

7(a)

The audit committee must have a minimum of three members.

Our Audit Committee is composed of at least three members.

7(b)

In addition to any requirement of Rule 10A-3(b)(1), all audit committee members must satisfy the requirements for independence set out in Section 303A.02.

All the members of our Audit Committee are fully independent in accordance with these requirements.

7(c)

The audit committee must have a written charter that addresses:

(i)    the committee’s purpose – which, at minimum, must be to:

(A)  assist board oversight of (1) the integrity of the listed company’s financial statements, (2) the listed company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the listed company’s internal audit function and independent auditors; and

Our Audit Committee has a written charter that meets all NYSE requirements except for the variations outlined below.

(B)  prepare an audit committee report as required by the SEC to be included in the listed company’s annual proxy statement;

The SEC does not specify an audit committee report to be included in the proxy materials of a foreign private issuer.

(ii)   an annual performance evaluation of the audit committee; and

(iii)  the duties and responsibilities of the audit committee – which, at a minimum, must include those set out in Rule 10A-3(b)(2), (3), (4) and (5) of the Exchange Act , as well as to:

(A) at least annually, obtain and review a report by the independent auditor describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (to assess the auditor’s independence) all relationships between the independent auditor and the listed company;

(B) meet to review and discuss the listed company’s annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing the company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

(C) discuss the listed company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;

(D) discuss policies with respect to risk assessment and risk management;

The Risk Committee of the Board of Directors is responsible for business and operational risks.  The Audit Committee is responsible for financial and internal control risks.

(E) meet separately, periodically, with management, with internal auditors (or other personnel responsible for the internal audit function) and with independent auditors;

(F) review with the independent auditor any audit problems or difficulties and management’s response;

(G) set clear hiring policies for employees or former employees of the independent auditors; and

(H) report regularly to the board of directors.

The Audit Committee Charter states that the Audit Committee may meet with management, and/or the internal audit function, and/or the independent auditors either individually or collectively. 

7(d)

Each listed company must have an internal audit function.

We have an internal audit function.

8

Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto.

Except as disclosed in its annual management information circular, amendments to Kinross’ equity compensation plans require shareholders’ approval.

9

Listed companies must adopt and disclose corporate governance guidelines.

Kinross complies with Canadian Multilateral Instrument 52-110-Audit Committees which sets out detailed requirements regarding the composition of the Audit Committee and its responsibilities.  Kinross has also adopted most guidelines provided by Canadian National Policy 58-201-Corporate Governance Guidelines.  Our annual proxy circulars include disclosure of our corporate governance practices.

10

Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.

We have a code of business conduct and ethics, which is available in our website or at www.sedar.com.

11

Listed foreign private issuers must disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under NYSE listing standards.

This list is posted in response to this requirement.

12(a)

Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards, qualifying the certification to the extent necessary.

This does not apply to a foreign private issuer.

12(b)

Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any material noncompliance with any applicable provisions of this Section 303A.

Kinross is subject to and will comply with this requirement. 

12(c)

Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation each time a change occurs to the board or any of the committees subject to Section 303A. The annual and interim Written Affirmations must be in the form specified by the NYSE.

Kinross is subject to and will comply with this requirement on an ongoing basis. 

13

N/A

14

Listed companies must have and maintain a publicly available website.

We maintain our website at www.kinross.com, which contains copies of our Board and Committee charters, our code of ethics and various other corporate governance materials.