Two new board members appointed
Changes to board governance introduced
Toronto, Ontario, May 6, 2015 - Kinross Gold
Corporation (TSX: K; NYSE: KGC) has announced the detailed voting
results of the election of its Board of Directors, which took place
at the Company's Annual and Special Meeting of Shareholders held in
Toronto on May 6, 2015.
The nominees listed in the Management Information Circular dated
March 24, 2015 were elected as directors of Kinross at the meeting
(see detailed voting results below). The Company is also pleased to
announce the appointments of two new directors, Ms. Ave G.
Lethbridge and Mr. Kelly J. Osborne (see bios below).
The appointments bring membership on the Kinross board of
directors to nine, following the decision of Mr. John A. Keyes,
Terence C.W. Reid and Ms. Ruth G. Woods to not stand for
re-election, and the resignation of Mr. Kenneth C. Irving in
February 2015.
Changes to board governance
Along with the new directors, the 2015 Management Information
Circular highlights a series of changes to board governance that
reflect the results of shareholder consultation, including a
shareholder outreach initiative in 2014. These changes include:
- New term limit policy for board members
- Reduced board size from 12 to 10 directors
- Revised board diversity policy, with a target of one-third
women
- Increased quorum requirement for shareholder meetings from 5%
to 25%
- Elimination of a second casting vote for the Board Chair
The new measures, which consider the perspectives and priorities
of Kinross' shareholders and input from key proxy advisors, include
limits to directors' terms to 10 years , subject to a mandatory
retirement age of 73 for board members, which was introduced in
2013. With these initiatives, Kinross seeks to continually refresh
the board with an optimal mix of experience and new directors with
fresh perspectives. The Company has also taken the additional step
of specifying the retirement dates of those directors retiring over
the next three years in the Management Information Circular.
The number of board members has also been reduced from 12 to 10,
in recognition of the importance of maintaining an
appropriately-sized board. A revised board diversity policy has
also been implemented, setting a target of one-third women, which
has been met with the election of the board at Kinross' Annual and
Special Meeting of Shareholders on May 6, 2015.
At the meeting, shareholders voted in favour of changes to the
governance bylaws that increased the quorum requirement for
shareholder meetings from 5% to 25%, and eliminated a second,
casting vote for the Board Chair.
A large majority of shareholders also voted in favour of
Kinross' 'Say on Pay', with 94.11% voting in favour.
Board of directors voting results
Nominee
|
Votes for
|
% for
|
Votes withheld
|
% withheld
|
John A. Brough
|
642,225,608
|
97.40
|
17,136,667
|
2.60
|
John K. Carrington
|
650,270,265
|
98.62
|
9,092,010
|
1.38
|
John M.H. Huxley
|
642,773,642
|
97.48
|
16,588,633
|
2.52
|
Ave G. Lethbridge
|
652,907,481
|
99.02
|
6,454,794
|
0.98
|
Catherine McLeod-Seltzer
|
640,780,494
|
97.18
|
18,580,281
|
2.82
|
John E. Oliver
|
638,004,438
|
96.76
|
21,357,837
|
3.24
|
Kelly J. Osborne
|
653,101,202
|
99.05
|
6,261,073
|
0.95
|
Una M. Power
|
651,671,222
|
98.83
|
7,690,553
|
1.17
|
J. Paul Rollinson
|
650,105,380
|
98.60
|
9,256,895
|
1.40
|
Ms. Ave G. Lethbridge
Ms. Lethbridge is currently Executive Vice-President and Chief
Human Resources and Safety Officer of Toronto Hydro Corporation and
serves on the Board of Governors of Georgian College. During her 17
years with Toronto Hydro, she has held various leadership positions
in areas encompassing environment, health and safety, corporate
social responsibility, labour relations, workforce planning, talent
management, succession planning and leadership development. Ms.
Lethbridge holds a Master of Science degree in Organizational
Development from Pepperdine University, California and has
completed the Directors' Education Program from the Institute of
Corporate Directors (ICD) at the Rotman School of Management of the
University of Toronto.
Mr. Kelly J. Osborne
Mr. Osborne has almost 30 years of experience in the mining
industry and was most recently President and Chief Executive
Officer of Duluth Metals where he also held the position of Chief
Operating Officer from 2012 to 2014, and the position of Chief
Executive Officer of Twin Metal Minnesota, a wholly-owned
subsidiary of Duluth Metals, from 2014 to 2015. Prior to that, he
held various leadership positions with Freeport McMoRan Copper
& Gold, Indonesia, culminating as Senior Vice-President,
Underground Mines. Mr. Osborne holds a Bachelor of Science Degree
in Mine Engineering from the University of Arizona, Tucson,
Arizona.
About Kinross Gold Corporation
Kinross is a Canadian-based senior gold mining company with
mines and projects in the United States, Brazil, Russia,
Mauritania, Chile and Ghana. Kinross maintains listings on the
Toronto Stock Exchange (symbol:K) and the New York Stock Exchange
(symbol:KGC).