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Risk Committee
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.
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.
In order to meet its mandate, the Committee
is committed to undertake the following responsibilities with
respect of business risk management of Kinross:
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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.
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Discussing with management potential
risks to the business and potential exposures and assessing
the steps management has taken to minimize such risks.
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Assessing the overall process for
identifying business risks and the implementation of
appropriate measures to manage such risks.
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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.
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Annually evaluating the performance of
the Committee.
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Annually reviewing and updating this
Charter.
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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.
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. |