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Unformatted text preview: rd of Directors met 18 times in 2012, 17 times independent of management. • Kinross ranked 25th out of 245 Canadian companies in the Globe and Mail annual corporate governance survey. • Received an “A” rating on the Board Shareholder Confidence Index of the Clarkson Centre for Board Effectiveness. • All directors, except CEO, were independent and all committees were comprised solely of independent directors. • Approved board policies on compensation recoupment, board diversity and interlocking directorships in 2012. MANDATE OF THE BOARD OF DIRECTORS Kinross’ Board of Directors is committed to the goals of independence, diligence, integrity and transparency. The Board has adopted a charter that formally sets out its key responsibilities, including: • appointing an independent director as Chair with responsibility for the leadership of the Board and for specific functions to protect the independence of the Board; • adopting a strategic planning process, approving strategic plans and monitoring performance against such plans; • reviewing and approving corporate objectives and goals for senior management; • overseeing succession planning for management; • defining corporate decisions requiring Board approval and approving such decisions as they arise; and • reviewing reports from management on the Company’s operations, including the safety and security of the Company’s assets, property and employees. For additional information about Kinross’ corporate governance practices, visit or see the Company’s most recently filed Management Information Circular. Board Committees There were five committees of the Kinross Board of Directors in 2012. Audit and Risk Committee This committee is responsible for overseeing the integrity of Kinross’ financial reporting, the independence and qualifications of the Company’s independent auditors, the performance of the internal audit functions, the process for identifying and managing business risk, and Kinross’ financial reporting process and internal control systems. This co...
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This document was uploaded on 03/30/2014.

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