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Environmental, Health and Safety Committee
The Environmental, Health and Safety
Committee of Kinross acknowledges and accepts responsibilities
placed on directors of corporations with respect to complying
with legislation and regulations aimed to protect the
environment and the health and safety of its employees, which
are contained in a mosaic of laws, regulations and policies in
different jurisdictions around the world. The general mandate of
the Environmental, Health and Safety Committee is to oversee the
development and implementation of policies and management
systems of Kinross relating to environmental and health and
safety issues in order to ensure compliance with applicable laws
and best management practices.
The Environmental, Health and Safety
Committee will be comprised of at least three directors, a
majority of which shall 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.
In order to meet applicable legal
requirements and operate at a best practices level, the
Environmental, Health and Safety Committee is committed to
undertake the following responsibilities with respect to the
environment and the health and safety of its employees.
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Communicate to the Kinross organization
the importance of developing: (i) a culture of environmental
responsibility; and (ii) an awareness of the importance of
health and safety.
-
Confirm adequate resources are
available and systems are in place for Kinross management to
implement appropriate environmental, health and safety
programs and request and obtain from the Senior
Vice-President, Health, Safety and Environmental Affairs
periodic reports on such programs.
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Establish policies, and provide
oversight on the development and implementation of
management systems relating to environmental, and health and
safety matters.
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Confirm Kinross’ management has
implemented an Environmental, Health and Safety Policy and
Framework, which includes defined standards and objectives,
monitor its effectiveness and, from time to time, discuss
with management any necessary improvements to such policy
and its framework of implementation.
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Confirm that Kinross’ management has
implemented an environmental, health and safety performance
measurement system that can be used to provide a continual
measure of the environmental and health and safety
performance and continuous improvement of Kinross.
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Utilize the environmental, health and
safety performance measurement system to monitor compliance
with legal requirements and internal targets, as well as
communicate a demonstrated commitment to the environment and
employee health and safety to shareholders and stakeholders,
including all members of the Kinross organization.
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Confirm that Kinross’ management has
implemented an environmental and health safety compliance
audit program, request from the Senior Vice-President,
Health, Safety and Environmental Affairs, periodic status
reports on such program and provide feedback on necessary
improvement to the program.
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Confirm that Kinross’ management has
implemented procedures that account for reclamation and
closure obligations in the Company’s business plans
according to Generally Accepted Accounting Principles and
that periodic status reports are provided.
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Receive quarterly reports from Kinross
management which include any environmental, health and
safety issues of a material nature.
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Annually evaluating the performance of
the Committee.
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Report on its activities to the
shareholders annually in the Management Information Circular
prepared by Kinross for the annual and general meeting of
shareholders or 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 two times 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. |