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Environmental, Health and Safety Committee

I. Purpose

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.

II. Composition

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.

III. Responsibilities

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.

  • 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.

  • Establish policies, and provide oversight on the development and implementation of management systems relating to environmental, and health and safety matters.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Receive quarterly reports from Kinross management which include any environmental, health and safety issues of a material nature.

  • Annually evaluating the performance of the Committee.

  • 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.

IV. Meetings

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.

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