Corporate Governance

Kinross Gold Corporation is committed to the highest standards of corporate governance practices. The Company adheres to guidelines for effective corporate governance as published by the Toronto Stock Exchange, and constantly reviews its practices to ensure that its standards are in compliance with required regulatory regimes.

The Kinross Board is chaired by an Independent Chairman and made up of 10 directors, nine of whom are considered independent of management. Specific charters have been developed for the Board and for its various committees that set out their roles and responsibilities. The Board’s actions are guided by the Kinross Corporate Governance Regime, which was developed by the Board’s Corporate Governance Committee.

With regard to the Company’s communication with its various stakeholders, the Board has adopted the Kinross Securities Compliance Policy and Framework that includes comprehensive procedures on timely disclosure of material information, procedures on selective disclosure and electronic communications, and specific procedures on mineral disclosure.

A more detailed discussion of Kinross’ approach to Corporate Governance and the activities of the Board committees can be found in the management information circular.

A Code of Business Conduct and Ethics for directors, officers and employees was approved in February 2004. Select from the links below for the charters of the Board and the Board committees, the Kinross Code of Business Conduct and Ethics and other governance related matters.

Audit Committee John A. Brough, chairman; John M.H. Huxley, Terence C.W. Reid, members		Nominating Committee John M.H. Huxley, chairman; John A. Brough, Catherine McLeod-Seltzer, John E. Oliver, members
Human Resources and Compensation Committee John E. Oliver, chairman; John A. Brough, John M.H. Huxley, Catherine McLeod-Seltzer, members		Operational Risk Committee John Huxley, chairman; Rick Hallisey, John Keyes
Corporate Governance Committee George F. Michals, chairman; John K. Carrington, Richard S. Hallisey, members		Special Projects Committee John A. Brough, George F. Michals, John E. Oliver
Environment, Health and Safety Committee John A. Keyes, chairman; John K. Carrington, Richard S. Hallisey, Terence C.W. Reid, members

A Audit Committee
C Human Resources & Compensation Committee
E Environmental and Health and Safety Committee
G Corporate Governance Committee
N Nominating Committee
S Special Projects Committee