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Risk Committee

I. Purpose

The Risk Committee of Kinross acknowledges the oversight responsibilities placed on directors of Kinross with respect to risks than can potentially affect Kinross’ business, including, without limitation, political, operational and security risks. The general mandate of the Risk Committee is to oversee the development of a management process to identify and manage business risks.

II. Composition

The Risk 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 its mandate, the Committee is committed to undertake the following responsibilities with respect of business risk management of Kinross:

  • Review of the principal risks of the Kinross’ business such as volatility in metal prices, energy costs, foreign exchange rates, political developments, regulatory changes, replacement of reserves, reclamation obligations and any other areas that could have a significant impact on Kinross’ assets and stakeholders.

  • Discussing with management potential risks to the business and potential exposures and assessing the steps management has taken to minimize such risks.

  • Assessing the overall process for identifying business risks and the implementation of appropriate measures to manage such risks.

  • Ensuring that any disclosure of the process followed by the Board for the oversight of management of principal business risks is complete and fairly presented.

  • Annually evaluating the performance of the Committee.

  • Annually reviewing and updating this Charter.

  • Reporting 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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