Corporate Governance Committee

The Corporate Governance Committee’s mandate is to generally assume the responsibility for developing Kinross’ approach to matters of corporate governance, assessing directors on an on-going basis and to review and make recommendations to the Board as to all such matters.

The Corporate Governance Committee will be comprised of at least three directors, all of which 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. All members should 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 Corporate Governance Committee generally include, but are not limited to, the undertaking of the following:

• Annually reviewing the charters of the Board of Directors and its committees and after consulting with the members of each respective committee, recommending to the Board such amendments to those charters as the Corporate Governance Committee believes are necessary or desirable.

• Assisting the Independent Chairman in carrying out his responsibilities, including without limitation:

  • Ensuring that the responsibilities of the Board are well understood by both the Board and management, and that the boundaries between Board and management responsibilities are clearly understood and respected;

  • Ensuring that the Board works as a cohesive team and providing the leadership essential to achieve this;

  • Ensuring that the resources available to the Board (in particular timely and relevant information) are adequate to support its work; and

  • Adopting procedures to ensure that the Board can conduct its work effectively and efficiently, including committee structure and composition, scheduling, and management of meetings.

• Reviewing the Compensation Committee’s recommendations and reporting to the Board as to matters of compensation of directors and committee members.

• Reviewing the adequacy of directors and officers indemnity and insurance coverage.

• Supervising and evaluating Kinross’ securities compliance procedures/ policies and reporting to the Board of Directors on the necessary changes to such procedures and on the adoption of any additional procedures.

• Preparing and recommending to the Board, annually, a “Statement of Corporate Governance Practices” or similar disclosure to be included in Kinross’ annual report, information circular or annual information form. The Statement of Corporate Governance Practices will discuss the process used by the Board and the Committee to fulfill their functions as required by the rules of the Canadian Securities Administrators.

• Recommending procedures to permit the Board to meet on a regular basis without management being present.

• Overseeing the Code of Business Conduct & Ethics, policies on conflict of interests, ethics and foreign corrupt practices.

• Under the supervision of the Independent Chairman, assessing, at least annually, the effectiveness of the Board of Directors as a whole, the committees of the Board of Directors and the contribution of individual directors.

• Reviewing

• minimum shareholding requirements for directors and disclosing such shareholdings.

• Annually evaluating the performance of the Committee.

• 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.

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 any time deemed appropriate by the Committee.

These meetings may be with representatives of 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.