Nominating Committee

The Nominating Committee’s mandate is to generally assume the responsibility for identifying and proposing new qualified nominees to the full Board and for assessing directors on an on-going basis and to review and make recommendations to the Board as to all such matters.

The Nominating 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 Nominating Committee generally include, but are not limited to, the undertaking of the following:

• Reviewing on a periodic basis, the composition of the Board to ensure that an appropriate number of independent directors sit on the Board of Directors.

• Considering what competencies and skills the Board, as a whole should possess, analyzing what competencies and skills each existing director possesses and making recommendations to the Board based on the foregoing prior to appointments or nominations by the Board of individual candidates to directorship.

• Analyzing the needs of the Board of Directors when vacancies arise on the board and recommending nominees who meet such needs. Ensuring that an appropriate selection process for new nominees to the Board of Directors is in place. Identifying individuals qualified to become board members and making recommendations to the Board of Directors for election of director nominees to Board of Directors.

• Developing position descriptions of directors, identifying required competencies and characteristics of potential directors.

• Approving an appropriate orientation and education program for new recruits to the Board of Directors.

• At the time of election of directors, affirming to the shareholders that the Board has reviewed the set of skills represented by the proposed slate of directors in light of the direction of Kinross and that the proposed directors have the requisite set of experience and skills to guide Kinross through the next phase.

• Under the supervision of the Independent Chairman, assessing, at least annually, the effectiveness of the Board of Directors as a whole, the committees (including the Nominating Committee) of the Board of Directors and the contribution of individual directors including considering the appropriate size of the Board of Directors.

• Establishing minimum shareholding requirements for directors and disclosing such shareholdings.

• 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.

• 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 in 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 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.