<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>kin6kex99b.txt
<DESCRIPTION>EXHIBIT 99B
<TEXT>


                                                                     EXHIBIT 99b

                            KINROSS GOLD CORPORATION

                NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS



         NOTICE is hereby given that the Annual General  Meeting (the "Meeting")
of shareholders of KINROSS GOLD CORPORATION (the  "Corporation") will be held at
the Design Exchange, 234 Bay Street, Toronto, Ontario on Tuesday, April 30, 2002
at 4:30 p.m. (Toronto time), for the following purposes:

1.       To  receive  the  audited  consolidated  financial  statements  of  the
         Corporation for the fiscal year ended December 31, 2001,  together with
         the auditors' reports therein;

2.       To elect directors of the Corporation;

3.       To appoint Deloitte & Touche LLP, Chartered Accountants, as auditors of
         the Corporation and to authorize the directors to fix the  remuneration
         to be paid to the auditors;

4.       To transact such other business as may properly come before the Meeting
         or any adjournment thereof.

         The accompanying  management  information  circular provides additional
information  relating  to the  matters to be dealt with at the Meeting and forms
part of this Notice of Meeting.

         If you are not able to be present at the Meeting,  please exercise your
right  to  vote  by  signing  and  returning  the  enclosed  form  of  proxy  to
Computershare  Trust  Company of Canada,  100  University  Avenue,  11th  Floor,
Toronto,  Ontario  M5J 2Y1,  so as to arrive not later  than 4:30 p.m.  (Toronto
time) on the  second  business  day  preceding  the date of the  Meeting  or any
adjournment thereof.



                                   BY ORDER OF THE BOARD
                                   (Signed) Shelley M. Riley
                                   Corporate Secretary

Toronto, Ontario
March 22, 2002




<PAGE>


                            KINROSS GOLD CORPORATION
                            52nd Floor, Scotia Plaza
                                40 King St. West
                                Toronto, Ontario
                                     M5H 3Y2

                         MANAGEMENT INFORMATION CIRCULAR

                             SOLICITATION OF PROXIES


         The information contained in this management  information circular (the
"Circular") is furnished in connection  with the  solicitation  of proxies to be
used at the annual  and  special  meeting of  shareholders  (the  "Meeting")  of
Kinross Gold Corporation (the  "Corporation") to be held at the Design Exchange,
234 Bay Street,  Toronto,  Ontario at 4:30 p.m. (Toronto time) on Tuesday, April
30,  2002  or any  adjournment  thereof,  for  the  purposes  set  forth  in the
accompanying  Notice of Meeting.  It is expected that the  solicitation  will be
made  primarily  by mail but the proxies  may also be  solicited  personally  by
directors, officers or regular employees of the Corporation. The solicitation of
proxies by this Circular is being made by or on behalf of the  management of the
Corporation.   The  total  cost  of  the  solicitation  will  be  borne  by  the
Corporation.


                      Appointment and Revocation of Proxies

         The  persons  named in the  enclosed  form of proxy  accompanying  this
Circular are directors and/or officers of the Corporation.  A shareholder of the
Corporation  has the right to appoint a person other than the persons  specified
on such form of proxy and who need not be a shareholder  of the  Corporation  to
attend  and act for him and on his  behalf at the  Meeting.  Such  rights may be
exercised  by  striking  out the names of the persons  specified  in the form of
proxy,  inserting  the name of the  person to be  appointed  in the blank  space
provided in the form of proxy, signing the form of proxy and returning it in the
reply envelope in the manner set forth in the accompanying Notice of Meeting.

         A  shareholder  who has given a proxy may revoke it by an instrument in
writing,  including  another  completed  form of proxy,  executed  by him or his
attorney  authorized  in  writing,  deposited  at the  registered  office of the
Corporation,  or at the offices of  Computershare  Trust Company of Canada,  100
University Avenue, 11th Floor, Toronto, Ontario M5J 2Y1 up to 4:30 p.m. (Toronto
time) on the business day preceding the date of the Meeting,  or any adjournment
thereof,  and with the Chairman of the Meeting prior to the  commencement of the
Meeting  on the day of the  Meeting or any  adjournment  thereof or in any other
manner permitted by law.


                          Voting of Shares Represented
                              by management Proxies

         The  person  named in the  enclosed  form of proxy will vote the common
shares of the  Corporation  (the  "Common  Shares") in respect of which they are
appointed by proxy on any ballot that may be called for in  accordance  with the
instructions  therein. In the absence of such specification,  such Common Shares
will be voted in favour of each of the matters referred to herein.

         The enclosed form of proxy  confers  discretionary  authority  upon the
persons  named  therein with respect to  amendments  to or variations of matters
identified in the Notice of Meeting and with respect to other  matters,  if any,
which may properly come before the Meeting.  At the date of this  Circular,  the




<PAGE>


                                       -2-


management of the Corporation  knows of no such amendments,  variations or other
matters to come before the Meeting.  However, if any other matters which are not
known to management  should properly come before the Meeting,  the proxy will be
voted on such matters in accordance with the best judgment of the named proxy.


                         Voting Securities and principal
                                 Holders Thereof

         As at the date hereof,  the Corporation  had 357,862,955  Common Shares
issued and outstanding, each carrying one vote. Each holder of a Common Share of
record at the close of business on March 21, 2002,  the record date  established
for notice of the meeting,  will, unless otherwise specified herein, be entitled
to one vote for each Common Share held by such holder on all matters proposed to
come before the Meeting,  except to the extent that such holder has  transferred
any such  shares  after  the  record  date  and the  transferee  of such  shares
establishes ownership thereof and makes a written demand, not later than 10 days
before the Meeting, to be included in the list of shareholders  entitled to vote
at the  Meeting,  in which case the  transferee  will be  entitled  to vote such
shares at the Meeting.

         As at the date hereof to the  knowledge of the directors or officers of
the  Corporation,   there  are  no  persons  beneficially  owning,  directly  or
indirectly, or exercising control or direction over, more than 10% of the issued
and outstanding Common Shares.

                                 DOLLAR FIGURES

         Unless expressly stated to the contrary,  all "$" figures  contained in
this Circular refer to United States dollars unless otherwise stated.

                              ELECTION OF DIRECTORS

         At the Meeting  seven  directors  will be  elected.  All  directors  so
elected will hold office until the next annual  meeting of  shareholders  of the
Corporation  or until their  successors  are elected or  appointed.  The persons
named in the enclosed form of proxy intend to cast the votes to which the Common
Shares  represented  by such proxy are entitled for the election of the nominees
whose names are set forth below, unless the shareholder who has given such proxy
has  directed  that the  shares  be  withheld  from  voting in the  election  of
directors.  Management of the Corporation  does not contemplate  that any of the
nominees will be unable to serve as a director, but if that should occur for any
reason at or prior to the Meeting,  the persons  named in the  enclosed  form of
proxy reserve the right to vote for another nominee in their discretion.

         The following table sets forth certain  information with respect to all
persons proposed to be nominated by management for election as directors.

<TABLE>
<CAPTION>
====================== =================== ================= =============== ================== ========================
Name  and   Place  of  Principal            Director Since    Common Shares        Current        Meetings Attended (3)
Residence              Occupation                                Owned,        Committees (3)
                                                              Controlled or
                                                              Directed (1)
---------------------- ------------------- ----------------- --------------- ------------------ ------------------------
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------
                                                                                                Board       Committees
                                                                                                (Total 6)
<S>                    <C>                 <C>               <C>             <C>                <C>         <C>
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------

John A. Brough         President,          January 19, 1994       3,500             A, C         6 of 6      A - 4 of 4
Vero Beach, FL         Torwest Inc.
                       (real estate
                       development
                       company)                                                                              C - 2 of 2
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------

Robert M. Buchan (2)   Chairman and        May 31, 1993          401,368            None         6 of 6
Toronto, ON            Chief Executive
                       Officer of the
                       Corporation
====================== =================== ================= =============== ================== =========== ============
</TABLE>




<PAGE>


                                       -3-

<TABLE>
<CAPTION>
====================== =================== ================= =============== ================== ========================
Name  and   Place  of  Principal            Director Since    Common Shares        Current        Meetings Attended (3)
Residence              Occupation                                Owned,        Committees (3)
                                                              Controlled or
                                                              Directed (1)
---------------------- ------------------- ----------------- --------------- ------------------ ------------------------
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------
                                                                                                Board       Committees
                                                                                                (Total 6)
<S>                    <C>                 <C>               <C>             <C>                <C>         <C>
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------

Arthur H. Ditto        President and       May 31, 1993          526,893            None         6 of 6
Toronto, ON            Chief Operating
                       Officer of the
                       Corporation
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------

John A. Keyes          Retired Mining      November 7, 2001       5,000             E, CG        1 of 1
The Woodlands, TX      Executive
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------

John M.H. Huxley       Principal,          May 31, 1993          124,811            A, C         5 of 6      A - 4 of 4
Toronto, ON            Algonquin Power
                       Corporation Inc.
                       (power company)                                                                       C - 2 of 2
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------

John E. Oliver (4)     Executive           March 7, 1995         22,080           C, CG, E       6 of 6      C - 2 of 2
San Francisco, CA      Managing Director
                       and Co-Head
                       Scotia Capital                                                                        CG - 2 of 2
                       U.S., Bank  of
                       Nova Scotia
                       (financial                                                                            E - 2 of 2
                       institution)
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------
---------------------- ------------------- ----------------- --------------- ------------------ ----------- ------------

Cameron A. Mingay      Partner, Cassels    January 12, 2001       5,000           A, CG, E       6 of 6      A - 3 of 3
Toronto, ON            Brock & Blackwell
                       LLP (law firm)
                                                                                                             CG - 2 of 2


                                                                                                             E - 2 of 2
====================== =================== ================= =============== ================== =========== ============
</TABLE>

(1)  Information respecting holdings of Common Shares has been provided by
     individual directors.
(2)  Mr. Buchan also holds 384,613 convertible preferred shares of the
     Corporation which are convertible into 3,175,173 Common Shares.

(3)  Committees: A-Audit, C-Compensation, CG-Corporate Governance,
     E-Environmental.
     (a)  The attendance record of Mr. Bruce E. Grewcock, who resigned at
          December 31, 2001, is as follows: 5 of 6 Board Meetings and 6 of 6
          Committee Meetings.
     (b)  Mr. John A. Keyes was elected as a member of the board and appointed a
          member of the Environmental Committee on November 7, 2001 and
          subsequently appointed as a member of the Corporate Governance
          Committee on February 13, 2002.
(4)  Mr. Oliver was appointed as Independent Board Leader on February 13, 2002.

         Each of the  directors  has held the  principal  occupation  set  forth
opposite  his  name,  or other  executive  offices  with  the  same  firm or its
affiliates,  for the past five  years,  with the  exception  of Messrs.  John A.
Brough, Cameron A. Mingay and John A. Keyes. Mr. Brough, prior to February 1998,
was Executive Vice President and Chief Financial Officer of iStar Internet Inc.,
Mr.  Mingay,  prior to June,  1999 was a Partner with Smith Lyons and Mr. Keyes,
prior to  January,  2001 was  President  and Chief  Operating  Officer of Battle
Mountain  Gold and prior  thereto was Senior Vice  President of Battle  Mountain
Gold.

         The  persons  named in the  enclosed  form of proxy  intend to cast the
votes to which the Common Shares represented by such proxy are entitled, for the
election of the nominees whose name are set forth above,  unless the shareholder
who has given such proxy has directed  that the Common  Shares be withheld  from
voting in the election of  directors.  Management  of the  Corporation  does not
contemplate  that their  nominees will be unable to serve as  directors,  but if
that should occur for any reason at or prior to the Meeting,  the persons  named
in the enclosed form of proxy reserve the right to vote for another  nominees in
their discretion.




<PAGE>


                                       -4-


                             APPOINTMENT OF AUDITORS

         Deloitte & Touche LLP, independent  chartered public accountants,  were
first appointed auditors of the Corporation on May 31, 1993.

         The Board of  Directors of the  Corporation  proposes  that  Deloitte &
Touche LLP be appointed as the Corporation's  independent  auditors for the year
ended December 31, 2002, and that the  Corporation's  directors be authorized to
fix their  remuneration.  A  majority  of the votes,  voted by the  shareholders
represented at the Meeting,  is required for approval of the  appointment of the
Corporation's auditors.

         Unless the shareholder has specified in the enclosed form of proxy that
shares  represented  by  such  proxy  are  to be  withheld  from  voting  in the
appointment of auditors,  the persons named in the enclosed form of proxy intend
to vote in favour of the  reappointment of Deloitte & Touche LLP, as auditors of
the  Corporation to hold office until the next annual  meeting of  shareholders,
and to authorize the directors to fix the remuneration of the auditors.


                             Executive Compensation

         The  following  table  (presented  in  accordance  with  Form 40 of the
Regulation (the "Regulation") made under the Securities Act (Ontario) sets forth
all annual and  long-term  compensation  for services in all  capacities  to the
Corporation and its subsidiaries for the fiscal year ended December 31, 2001 (to
the extent required by the Regulation) in respect of each of the individuals who
were,  at December 31,  2001,  the Chief  Executive  Officer and the four senior
executive  officers,  whose total salary exceeded $100,000 (the "Named Executive
Officers").

Summary Compensation Table

<TABLE>
<CAPTION>
============================= ================================ ============================== ===================
                                            Annual                 Long Term Compensation           All other
                                                                                                  Compensation
                              ------ ----------- ------------- ---------------- -------------
 Name and Principal Position   Year    Salary        Bonus       Common Share     Restricted
                                          $            $        Options Granted     Shares
                                                                       #            Rights
                                                                                   Granted
                                                                                      #
----------------------------- ------ ----------- ------------- ---------------- ------------- -------------------
<S>                           <C>    <C>         <C>           <C>              <C>           <C>
Robert M. Buchan               2001    387,360      64,560(2)        200,000          -              52,534
Chairman and CEO               2000    403,932         -           1,000,000          -              79,183
                               1999    403,850     146,194(3)       500,000           -              95,109

----------------------------- ------ ----------- ------------- ---------------- ------------- -------------------
Arthur H. Ditto                2001    228,421       32,900         125,000           -              23,398
President and COO              2000    232,183         -            435,000           -              43,380
                               1999    232,164       92,160         250,000           -              44,457

----------------------------- ------ ----------- ------------- ---------------- ------------- -------------------
John W. Ivany                  2001    193,680       64,560         80,000            -              22,055
Exec. Vice President           2000    185,135         -          280,000             -              21,933
                               1999    185,098       57,212         250,000           -              20,584

----------------------------- ------ ----------- ------------- ---------------- ------------- -------------------
Scott A. Caldwell              2001    172,892       63,527         80,000            -             35,341(4)
Senior Vice-President          2000    175,037       26,929         100,000         72,000           17,371
Mining Operations              1999    175,002       40,385         250,000           -              25,638

============================= ================================ ============================== ===================
</TABLE>




<PAGE>


                                       -5-

<TABLE>
<CAPTION>
============================= ================================ ============================== ===================
                                            Annual                 Long Term Compensation           All other
                                                                                                  Compensation
                              ------ ----------- ------------- ---------------- -------------
 Name and Principal Position   Year    Salary        Bonus       Common Share     Restricted
                                          $            $        Options Granted     Shares
                                                                       #            Rights
                                                                                   Granted
                                                                                      #
----------------------------- ------ ----------- ------------- ---------------- ------------- -------------------
<S>                           <C>    <C>         <C>           <C>              <C>           <C>
Brian W. Penny                 2001    159,592       47,904         70,000            -             30,613(4)
Vice President Finance and     2000    161,573       16,830         110,000         28,000           13,775
CFO                            1999    161,540       29,616         100,000           -              15,186

============================= ====== =========== ============= ================ ============= ===================
</TABLE>
(1)  Compensation, which is paid in Canadian dollars, is reported in the
     financial statements in United States dollars. The rates of exchange used
     to convert Canadian dollars to United States dollars are: 1999 - 1.4857,
     2000 - 1.4854, 2001 - 1.5489
(2)  Paid in January, 2002.
(3)  This amount represents bonus for 1999 of which $63,943 was paid in 1999 and
     $82,251 was paid in 2000.
(4)  Included in all other compensation is the value of the common stock
     received under the restricted share rights granted in 2000.


For the period January 1 to December 31, 2001, the five senior executives of the
Corporation received salaries, bonuses and other compensation totalling
$1,579,337 in respect of services rendered to the Corporation and its
subsidiaries.

Option Grants in Last Fiscal Year

         The following table (presented in accordance with Form 40 of the
Regulation) sets forth stock options granted under the Corporation's Stock
Option Plan during the fiscal year ended December 31, 2001 to each of the Named
Executive Officers.

         In the case of Messrs. Buchan and Ditto, the options become exercisable
as to 33 1/3% on each of the first, second and third anniversary of the date of
grant. In the case of Messrs. Ivany, Caldwell and Penny the options become
exercisable as to 50% on each of the first and second anniversary of the date of
grant. The exercise price of the option is the market value (as defined in the
Corporation's Share Incentive Plan) of the Common Shares on the date of grant.

                        Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>
==================== ================ ================= ================== ==================== ================
        Name              Number              %              Average         Market Value on        Date of
                                                          Exercise Price        Grant (Cdn.          Expiry
                                                          (Cdn. $/Share)         $/Share)
-------------------- ---------------- ----------------- ------------------ -------------------- ----------------
<S>                      <C>               <C>                 <C>                 <C>              <C>
Robert M. Buchan         200,000           14.03%              1.53                1.53             20/09/06
-------------------- ---------------- ----------------- ------------------ -------------------- ----------------
Arthur H. Ditto          125,000            8.77%              1.53                1.53             20/09/06
-------------------- ---------------- ----------------- ------------------ -------------------- ----------------
John W. Ivany             80,000            5.61%              1.53                1.53             20/09/06
-------------------- ---------------- ----------------- ------------------ -------------------- ----------------
Scott A. Caldwell         80,000            5.61%              1.53                1.53             20/09/06
-------------------- ---------------- ----------------- ------------------ -------------------- ----------------
Brian W. Penny            70,000            4.91%              1.53                1.53             20/09/06
==================== ================ ================= ================== ==================== ================
</TABLE>


Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values

         The  following  table  (presented  in  accordance  with  Form 40 of the
Regulation) sets forth details of exercised stock options during the fiscal year
ended December 31, 2001 by each of the Named  Executive  Officers and the fiscal
year end value of unexercised options on an aggregate basis.

               Aggregated Option Exercises in Last Fiscal Year and
                          Fiscal Year End Option Values




<PAGE>


                                       -6-

<TABLE>
<CAPTION>
===================== ============ ===================== ============================= ==========================
         Name            Common       Aggregate Value        Unexercised at Fiscal         Value of Unexercised
                         Shares       Realized ($)(1)               Year-End                     In-the-
                      Acquired on                          Exercisable/Unexercisable     Money Options at Fiscal
                        Exercise                                                                 Year-
                                                                                             End (Cdn$)(2)
                                                                                       Exercisable/Unexercisable
--------------------- ------------ --------------------- ----------------------------- --------------------------
<S>                   <C>          <C>                   <C>                           <C>
Robert M. Buchan           -                 -                2,583,333/366,667                 90,000/0
--------------------- ------------ --------------------- ----------------------------- --------------------------
Arthur H. Ditto            -                 -                1,151,666/208,334                 39,150/0
--------------------- ------------ --------------------- ----------------------------- --------------------------
John W. Ivany              -                 -                  646,666/163,334                 25,200/0
--------------------- ------------ --------------------- ----------------------------- --------------------------
Scott A. Caldwell          -                 -                  466,666/163,334                  9,000/0
--------------------- ------------ --------------------- ----------------------------- --------------------------
Brian W. Penny             -                 -                  376,667/103,333                  9,900/0
===================== ============ ===================== ============================= ==========================
</TABLE>

(1)  Calculated using the closing price for a board lot of Common Shares on the
     TSE.
(2)  Value of unexercised-in-the-money options calculated using the closing
     price of Cdn. $1.19 of the Common Shares of the Corporation on the TSE on
     December 31, 2001, less the exercise price of in-the-money stock options.

Pension Plans

         Canada

         In 1997, the Corporation established a deferred profit sharing plan and
a registered retirement savings plan covering all of the Canadian  non-unionized
employees.  The deferred profit sharing plan provides for basic contributions by
the Corporation (which cannot be less than 4% of the member's compensation).  In
addition,   there  is  an  annual  profit  sharing  contribution  based  on  the
Corporation's financial performance. The Corporation contributed an aggregate of
$62,721 to the deferred  profit  sharing  plan on behalf of the Named  Executive
Officers during the year ended December 31, 2001.

         The   registered   retirement   savings   plan  is   available  to  all
non-unionized Canadian employees and allows for the minimum contribution of Cdn.
$60 per  month  with  the  Corporation  matching  100% of this  amount  with any
additional  contributions  being matched by 50% up to a maximum of Cdn. $30. The
Corporation  contributed  $2,788 to the  registered  retirement  savings plan on
behalf of each of  Messrs.  Buchan,  Caldwell,  Ivany and Penny  during the year
ended December 31, 2001.

         United States

         The Corporation's  subsidiary,  Kinross Gold U.S.A.,  Inc., has various
pension plans in which one  executive  officer is eligible to  participate.  The
Corporation  is required to make certain  contributions  to the pension plans on
behalf of Arthur H. Ditto.

         Employees are allowed to make  contributions to the 401(k) Savings Plan
from salary deductions each year subject to certain limitations. The Corporation
has in  past  years  made  matching  contributions  of 50%  of  each  employee's
contributions,  but subject to a maximum  contribution  of 3% of the  employee's
annual  compensation.  Employees  are  always  fully  vested in their own salary
deferral  contributions  and become fully vested (in 33 1/3%  increments) in any
contribution by the Corporation  after three years.  Participants are allowed to
direct the investment of their account  within a group of designated  investment
funds. The Corporation  contributed  $4,576 to the 401(k) Savings Plan on behalf
of Arthur H. Ditto during the year ended December 31, 2001.

         The Corporation  established a defined contribution money purchase plan
(the "Money Purchase Plan") in which  substantially  all of the employees in the
United States  participate.  The Money  Purchase Plan is funded  entirely by the
Corporation.  The Corporation  contributes 5% of the employees'  annual wages to
this plan. The Corporation is required to make  contributions  to this plan such
that no unfunded pension benefit obligations exist.  Participants are allowed to
direct the investment of the pension plan




<PAGE>


                                       -7-

account balances. The Corporation  contributed $8,676 to the Money Purchase Plan
on behalf of Arthur H. Ditto during the year ended December 31, 2001.

Employment Contracts

         The Corporation has entered into a severance agreement with each of the
Named  Executive  Officers.  Each of the  severance  agreements  provides  for a
severance  payment  equal to two (in the case of  Messrs.  Ivany,  Caldwell  and
Penny) or 2.5 (in the case of Messrs. Buchan and Ditto) multiplied by the sum of
the Named  Executive  Officer's  annual  compensation  (annual  base salary) and
target bonus. In the case of Messrs.  Buchan and Ditto, the severance payment is
paid to the  Named  Executive  Officer  following  a change  of  control  of the
Corporation,  at the  option  of the  Named  Executive  Officer.  In the case of
Messrs.  Ivany, Caldwell and Penny, the severance is paid to the Named Executive
Officer if a triggering event occurs following a change of control. A triggering
event includes:  (i) an adverse change in the employment terms of the executive,
(ii) a diminution of the title of the executive; (iii) a change in the person to
whom the executive reports (subject to certain exceptions); and (iv) a change in
the  location at which the  executive  is  required to work  (subject to certain
exceptions).  The  severance  amount is payable at the option of Messrs.  Ivany,
Caldwell and Penny  provided the exercise of such option occurs within 18 months
following the change of control and within six months of the triggering event.

         Other than as described above,  the Corporation (and its  subsidiaries)
have no compensatory  plans or arrangements  with respect to the Named Executive
Officers  that results or will result from the  resignation,  retirement  or any
other   termination  of  employment  of  such  officers'   employment  with  the
Corporation (and its subsidiaries),  from a change of control of the Corporation
(and  its   subsidiaries)   or  a  change  in  the  Named  Executive   Officers'
responsibilities following a change of control.

Directors and Officers' Insurance

         The Corporation has purchased an insurance  policy which covers actions
against its  directors and officers.  The policy covers  judgements  and defence
costs of up to $25,000,000 per lawsuit,  with a maximum  coverage of $25,000,000
per year.  The total premium paid for this policy for the period June 1, 2001 to
February 1, 2003 was $210,000.

Indebtedness of Directors/Executive Officers under the Stock Option Plan

         The    Corporation    has    provided    financial     assistance    to
directors/employees  in the past in  connection  with  the  Stock  Option  Plan.
Certain  executive  officers of the Corporation have received  assistance in the
form of loans  for a term of ten  years  (of  which  the  first  five  years are
interest-free)  for  repayment  of which they have  provided  or  undertaken  to
provide  security  to  the  Corporation  by way of a  charge  on all  securities
purchased  pursuant to the  Corporation's  Stock Option Plan with such financial
assistance.  In 2001, the Corporation  amended the Stock Option Plan by removing
the loan provision to directors/employees.

         The  following  table  (presented  in  accordance  with  Form 30 of the
Regulation)  sets forth the  indebtedness to, or guaranteed or supported by, the
Corporation or any of its  subsidiaries,  of each director,  executive  officer,
senior officer,  proposed  nominee for election as a director and each associate
of  any  such  director,   officer  or  proposed   nominee  in  respect  of  the
Corporation's Stock Option Plan.




<PAGE>


                  Indebtedness of Directors/Executive Officers
                           under the Stock Option Plan

<TABLE>
<CAPTION>
=========================== ============= ================ =================== ================= =================
Name of Principal Position   Involvement   Largest Amount         Amount            Fiscally        Security for
                               of the       Outstanding     Outstanding as at       Assisted        Indebtedness
                             Corporation       During         March 22, 2002       Securities     (No. of Shares)
                                             the Year           (Cdn. $)           Purchased
                                             (Cdn. $)                           During the Year
--------------------------- ------------- ---------------- ------------------- ----------------- -----------------
<S>                         <C>           <C>              <C>                 <C>               <C>
Gordon A. McCreary              Lender         35,000             35,000             25,000            25,000
Vice President, Investor
Relations and Corporate
Development
--------------------------- ------------- ---------------- ------------------- ----------------- -----------------
Shelley M. Riley                Lender         29,500             8,750              23,567            23,567
Corporate Secretary
=========================== ============= ================ =================== ================= =================
</TABLE>


Compensation of Directors

         Each director who is not a salaried  employee of the Corporation or any
of its  subsidiaries  is  paid  Cdn.$15,000  per  annum  for his  services  as a
director. Directors are also paid a fee of Cdn.$1,250 for attendance at meetings
of the Board of Directors of the Corporation. The remuneration provided above is
paid  quarterly in arrears.  In  addition,  such  directors  are entitled to the
reimbursement   of  their   expenses.   Additionally,   members  of  the  Audit,
Compensation, Corporate Governance and Environmental Committees receive a fee of
Cdn.$1,250  per meeting and the  Chairman of each of these  committees  receives
Cdn.$2,000 for acting in this capacity.

         Each director who is not a salaried  employee of the  Corporation  also
receives an initial  grant of stock  options  pursuant to the Stock  Option Plan
upon joining the board, the number of such options being determined by the Board
of Directors of the Corporation.

         In the year ended December 31, 2001, the following options were granted
to the non-executive  directors of the Corporation pursuant to the Corporation's
Stock Option Plan:

<TABLE>
<CAPTION>
==================== ================= ================== ================== ==================== ================
Name                   Date of Grant     Company Shares     Exercise Price     Market Value of       Expiration
                           D/M/Y         Under Options       (Cdn.$/Share)        Securities            D/M/Y
                                            Granted                               Underlying
                                                                              Options on Date of
                                                                                     Grant
                                                                                 (Cdn.$/Share)
-------------------- ----------------- ------------------ ------------------ -------------------- ----------------
<S>                  <C>               <C>                <C>                <C>                  <C>
John A. Keyes             07/11/01           100,000             1.35                1.35             07/11/06
-------------------- ----------------- ------------------ ------------------ -------------------- ----------------
Cameron A. Mingay         12/01/01           100,000             0.81                0.81             12/01/06
==================== ================= ================== ================== ==================== ================
</TABLE>


Activities of the Compensation Committee

         The  Compensation  Committee  members  are Messrs.  Huxley  (Chairman),
Brough  and  Oliver,  all of whom are  unrelated  directors,  as  defined in the
corporate governance  guidelines of the TSE (the "TSE Guidelines").  In carrying
out its  mandate,  the  Compensation  Committee  met twice during the year ended
December 31, 2001, on November 8 and December 13. In addition to the  activities
reported below, the Compensation  Committee  developed a written charter for the
Compensation  Committee and recommended the adoption of its charter to the Board
of Directors.

Report on Executive Compensation




<PAGE>


                                       -9-


         Executive Compensation Program

         During the year ended  December 31, 2001,  the  Compensation  Committee
received a report from the Vice President,  Human Resources on the  compensation
review process which had been undertaken.  The executive compensation program of
the Corporation is designed to encourage, compensate and reward employees on the
basis of individual and corporate performance,  both in the short and long term.
Base  salaries are set at levels which are  competitive  with the base  salaries
paid by  similar  corporations  within  the  mining  industry.  Compensation  is
directly tied to corporate and individual performance. Bonuses are directly tied
to the  performance  of  the  Corporation.  Share  ownership  opportunities  are
provided as an incentive  to align the  interests  of senior  officers  with the
longer term interests of shareholders and to reward past performance.

         Compensation  for Named Executive  Officers,  as well as for the senior
officers  as a whole,  consists  of a base  salary,  bonus,  stock  options  and
restricted share rights.

         Base Salary

         Corporate office base salaries are established at a competitive  level.
The  level  of base  salary  for  each  senior  officer  of the  Corporation  is
determined by the level of responsibility  and the importance of the position to
the Corporation.

         The   Chairman   and   Chief   Executive    Officer   presents   salary
recommendations  to the  Compensation  Committee  with  respect  to  the  senior
officers of the Corporation.  The Compensation  Committee's  recommendations for
the base salaries for the senior officers are then submitted for approval by the
Board of Directors of the Corporation.

         Chairman and Chief Executive Officer Compensation

         The Chairman of the Compensation Committee presents  recommendations to
the  Compensation  Committee  with respect to the  Chairman and Chief  Executive
Officer.  In setting the  Chairman and Chief  Executive  Officer's  salary,  the
Compensation  Committee  reviews  salaries paid to other senior  officers in the
Corporation, salaries paid to other chief executive officers in the industry and
the Chairman and Chief  Executive  Officer's  impact on the  achievement  of the
Corporation's  objectives  for the previous  financial  year.  The  Compensation
Committee's  recommendation  for the base  salary  for the  Chairman  and  Chief
Executive Officer is submitted for approval to the Board of Directors.

         Bonus

         The Chairman and Chief Executive  Officer of the  Corporation  presents
recommendations  to the  Compensation  Committee  with  respect  to  the  senior
officers of the Corporation.  The Compensation Committee then determines bonuses
for the senior officers and reports the amounts to the Board of Directors of the
Corporation. During the year ended December 31, 2001, the Compensation Committee
made   recommendations   to  the  Vice   President,   Human  Resources  for  the
implementation of a more structured approach to year-end bonus determination and
suggested a framework to be developed by management.

         Options

         The  Stock  Option  Plan  of the  Corporation  is  administered  by the
Compensation Committee and forms part of the Corporation's Share Incentive Plan,
which  consists of the Stock Option Plan and the Share  Purchase Plan. The Stock
Option  Plan is  designed  to give  each  holder of an  option  an  interest  in




<PAGE>


                                      -10-

preserving  and maximizing  shareholder  value in the longer term, to enable the
Corporation to attract and retain individuals with experience and ability and to
reward  individuals  for  current  and  future  performance.   The  Compensation
Committee  considers  option  grants when  reviewing  key employee  compensation
packages.  Any grant recommendations made by the Compensation Committee requires
approval by the Board of Directors of the Corporation. In determining the number
of options to be granted,  the Compensation  Committee gives consideration to an
individual's   present  and  potential   contribution  to  the  success  of  the
Corporation.

         The number of options  which may be issued  under the Stock Option Plan
in the aggregate and in respect of any fiscal year is limited under the terms of
the Stock Option Plan and cannot be increased without shareholder and regulatory
approval. The exercise price per share is not less than the closing price of the
Common  Shares  on the TSE on the  trading  day  preceding  the day on which the
option is granted.  The  options  are for a term of five years and have  various
vesting periods.

         The maximum  number of Common  Shares  issuable  under the Stock Option
Plan is currently set at 12,500,000 in the  aggregate,  representing  61% of the
total Common Shares  allocated to the  Corporation's  Share  Incentive Plan. The
maximum  number of Common Shares  reserved for issue to any one person under the
Stock Option Plan is limited to 5% of the  outstanding  number of Common  Shares
from time to time.

         The initial  grant of options to  directors,  officers and employees of
the  Corporation  and options  granted by and inherited  from the  Corporation's
predecessor  companies  were  ratified  by the full  Board of  Directors  of the
Corporation.  All subsequent grants were reviewed by the Compensation  Committee
and recommended to and approved by the Board of Directors of the Corporation.

         Share Purchase Plan

         The Share  Purchase  Plan of the  Corporation  is  administered  by the
Compensation Committee and forms part of the Corporation's Share Incentive Plan.
The Share Purchase Plan is designed to advance the interests of the  Corporation
through the motivation, attraction and retention of employees of the Corporation
and to secure for the Corporation and its shareholders the benefits  inherent in
the ownership of Common Shares by employees of the Corporation.

         Employees,  including  officers,  of the  Corporation  are  entitled to
contribute  up to 10% of their annual basic salary to the Share  Purchase  Plan.
The Corporation matches the participant's  contribution on a quarterly basis and
each  participant  is then  issued  Common  Shares  having a value  equal to the
aggregate  amount  contributed to the Share Purchase Plan by the participant and
by the Corporation.

         The purchase price per share is the weighted  average  trading price or
the average of the high and low board lot trading prices of the Common Shares on
the TSE, for  participants  resident in Canada,  or the American Stock Exchange,
for participants resident in the United States, for the five consecutive trading
day  period  prior to the end of the  calendar  quarter  in respect of which the
Common Shares are issued. The maximum number of Common Shares issuable under the
Share  Purchase  Plan  is  currently  set  at  8,000,000  Common  Shares  in the
aggregate,  representing  39% of the total number of Common Shares  allocated to
the Corporation's Share Incentive Plan.

         Restricted Share Rights

         The Restricted  Share Plan of the Corporation is  administrated  by the
Compensation  Committee.  The purpose of the Restricted Share Plan is to advance
the  interests  of  the  Corporation  through  the  motivation,  attraction  and
retention of employees,  directors and  consultants  of the  Corporation  and to
secure for the Corporation  and its  shareholders  the benefits  inherent in the
ownership of Common Shares by key  employees,  directors and  consultants of the
Corporation.  Restricted share rights ("Restricted




<PAGE>


                                      -11-


Share  Rights")  may be  granted by the  Compensation  Committee  to  employees,
officers,  directors  and  consultants  of the  Corporation  as a  discretionary
payment in consideration of past services to the Corporation. In determining the
eligibility  of  participants  to the Restricted  Share Plan,  the  Compensation
Committee  considers  the present and potential  contributions  and the services
rendered by each particular participant to the success of the Corporation.

         A  Restricted  Share Right is  exercisable  into one Common Share for a
certain  period of time in  accordance  with the terms of the  Restricted  Share
Plan.  The maximum number of Common Shares  issuable under the Restricted  Share
Plan is currently set at 1,000,000. The maximum number of Common Shares issuable
to insiders  pursuant to the Restricted Share Plan, within a one-year period, is
limited  to 10% of the total  number  of Common  Shares  then  outstanding.  The
maximum  number of Common Shares  issuable to any one insider and such insider's
associates  pursuant to the Restricted Share Plan,  within a one-year period, is
limited to 5% of the total number of Common Shares then outstanding. The maximum
number  of  Common  Shares  reserved  for  issue  to any one  person  under  the
Restricted  Share  Plan  is  limited  to 5%  of  the  number  of  Common  Shares
outstanding from time to time.

         The grant of a  Restricted  Share Right is  evidenced  by a  Restricted
Share  Rights  agreement  between a  participant  and the  Corporation  which is
subject to the  Restricted  Share  Plan and may be  subject  to other  terms and
conditions that are not  inconsistent  with the Restricted  Share Plan and which
the Compensation Committee deems appropriate.

         The  foregoing  report  dated March 22, 2002 has been  furnished by the
Chairman of Compensation Committee on the Committee's behalf.

(Signed) John M.H. Huxley

                      SHAREHOLDER RETURN PERFORMANCE GRAPH

         The following chart (as required by Form 40 of the Regulation) compares
the yearly percentage  changes in the cumulative total shareholder return on the
Common Shares against the  cumulative  total  shareholder  return of the TSE 300
Index and the TSE Gold and Silver  Index for the  period  December  31,  1996 to
December 31, 2001.

Comparison of Cumulative Total Shareholder  Return on the Common Shares, the TSE
                                   300 Index

                     [Graph: Kinross Relative Performance]




<PAGE>


                                      -12-


                        and the TSE Gold and Silver Index


                              CORPORATE GOVERNANCE

         During  the past  year,  the  Board  of  Directors  of the  Corporation
developed, through the Corporate Governance Committee, with input from the other
committees, management and legal counsel, a corporate governance regime based on
the  recommendations  of the Final  Report of the Joint  Committee  on Corporate
Governance  chaired by Ms. Guylaine  Saucier (the "Saucier  Report") and the TSE
Guidelines.  Specifically, the Board of Directors adopted a Charter of the Board
of Directors,  a Charter for each of the  Corporate  Governance  Committee,  the
Audit Committee,  the Compensation Committee and the Environmental Committee and
appointed an independent board leader (the "Independent  Board Leader") to which
has been  assigned  specific  responsibilities  pursuant  to a role  description
adopted by the Board of Directors.

Board of Directors

         Board Charter

         The Corporation's  Board of Directors' mandate has been formalized in a
written charter. The Board of Directors discharges its responsibilities directly
and through  committees of the Board of Directors,  currently  consisting of the
Corporate  Governance  Committee,  Audit Committee,  Compensation  Committee and
Environmental  Committee.  The Board of Directors  meets regularly to review the
business   operations,   corporate  governance  and  financial  results  of  the
Corporation.  Meetings of the Board of Directors  include regular  meetings with
management to discuss specific aspects of the operations of the Corporation. The
Charter of the Board of  Directors  sets out  specific  responsibilities,  which
include, without limitation:

         Appointing the  Independent  Board Leader who will be  responsible  for
         specific   functions  to  ensure  the  independence  of  the  Board  of
         Directors.

         The  adoption of a strategic  planning  process,  approval of strategic
         plans and monitoring the performance against such plans.

         The review and approval of corporate objectives and goals applicable to
         senior management of the Corporation.

         Defining  major  corporate   decisions  requiring  Board  approval  and
         approving such decisions as they arise from time to time.

         Obtaining   periodic  reports  from  management  on  the  Corporation's
         operations   including  reports  on  security  issues  surrounding  the
         Corporation's   assets   (property  and  employees)  and  the  relevant
         mechanisms that management has in place.

         Additional  functions  of the Board are included in its Charter or have
been delegated to its committees. A complete copy of the Charter of the Board of
Directors  of the  Corporation  is  available  upon  request  to  the  Corporate
Secretary of the Corporation.




<PAGE>


                                      -13-


         Report on Board Activities

         Currently,  the Board of Directors of the Corporation consists of seven
persons of which four are unrelated:  Messrs.  Brough, Keyes, Huxley and Oliver.
An  "unrelated"  director,  under  the  TSE  Guidelines,  is a  director  who is
independent of management and is free from any interest in any business or other
relationship  which could, or reasonably be perceived to,  materially  interfere
with the  directors'  ability  to act with a view to the best  interests  of the
Corporation, other than interests and relationships arising from shareholding.

         In  carrying  out its  mandate,  the Board of  Directors  met six times
during the fiscal year ended December 31, 2001. At such meetings and pursuant to
written  resolutions,  the Board of Directors  reviewed and approved or ratified
various  corporate  decisions,  such as entering into material  transactions and
issuance of securities of the Corporation; appointed or reappointed the officers
of the  Corporation  and the members of each of the  committees  of the Board of
Directors;  reviewed with management on a quarterly basis, the mining operations
and exploration activities of the Corporation,  including its lost time incident
rates, its number of active and inactive employees and environmental compliance;
received  reports from the chairman of each of the  committees  regarding  their
activities;  received regular reports on the Corporation's  hedging  activities;
reviewed and  approved  the  consolidated  financial  statements  for the fourth
quarter  and the annual  consolidated  financial  statements  for the year ended
December 31, 2000,  as well as the  consolidated  financial  statements  for the
first, second and third quarter of the year ended December 31, 2001.

         In  addition,  the Board of  Directors  adopted in November  2001,  the
Kinross  Securities  Compliance Policy and Framework (see "Corporate  Governance
Committee - Report on Activities of Corporate Governance Committee").  The Board
delegated various responsibilities to each of its committees and such delegation
was  formalized  in November  2001 by the  adoption of formal  charters for each
committee.  The  Corporation  also  appointed  the  Independent  Board Leader in
February  2002.  (See  "Independent  Board  Leader"  and  "Corporate  Governance
Committee - Report on Activities of the Corporate Governance Committee").

         The  foregoing  report  dated  this  22nd day of  March,  2002 has been
furnished by the Independent Board Leader on behalf of the Board of Directors:

(Signed) John E. Oliver

Independent Board Leader

         Position Description

         The Independent  Board Leader is an outside and unrelated  director who
has been designated by the full Board to enhance and protect, with the Corporate
Governance  Committee and the other committees of the Board, the independence of
the  Board  of  Directors  of  the  Corporation.  The  responsibilities  of  the
Independent Board Leader are comprised substantially of the responsibilities set
out in  Appendix  "B" of  the  Saucier  Report.  These  responsibilities  may be
delegated or shared with the  Corporate  Governance  Committee  and/or any other
independent committee of the Board and include responsibilities such as chairing
all meetings of outside directors;  providing leadership to the Board to enhance
the Board's  effectiveness;  managing the Board; acting as a liaison between the
Board and  management;  and  representing  the  Corporation to certain  external
groups.  A copy of the role  description  of the  Independent  Board  Leader  is
available upon request to Corporate Secretary of the Corporation.




<PAGE>


                                      -14-


         Report on Independent Board Leader Activities

         Mr.  John  E.  Oliver  was  appointed  by the  Board  of  Directors  as
Independent  Board  Leader  in  February  2002.  Mr.  Oliver is an  outside  and
unrelated  director in accordance with the Saucier Report. As the appointment of
an Independent  Board Leader of the Corporation was effected in February,  2002,
there is no activity to be reported with regard to the Independent  Board Leader
for the year ended December 31, 2001.

Board Committees

         Corporate Governance Committee

         Corporate Governance Committee Charter

         The mandate of the Corporate  Governance  Committee has been formalized
in its written charter.  Generally,  its mandate is to assume the responsibility
for developing the  Corporation's  approach to matters of corporate  governance,
including,   assisting  the  Independent   Board  Leader  in  carrying  out  his
responsibilities;  assessing  the  effectiveness  of the  Board as a whole,  its
committees and individual  directors;  supervising the Corporation's  securities
compliance  procedures;  reviewing the  composition of the Board;  analyzing the
needs,  when vacancies  arise on the Board,  for new nominees;  ensuring that an
appropriate  selection  process for new  nominees is in place;  and dealing with
succession planning issues relating to senior management.

         The Corporate Governance Committee is to be comprised of at least three
directors. Each of the Committee members must be independent from management and
free from any  relationship  that, in the opinion of the Board,  would interfere
with  the  exercise  of his or her  independent  judgement  as a  member  of the
Committee.  All members  should have skills that are  relevant to the mandate of
the Committee. A copy of the Corporate Governance Committee Charter is available
upon request to the Corporate Secretary.

         Report on Activities of Corporate Governance Committee

         The  Corporate   Governance   Committee  members  are  Messrs.   Oliver
(Chairman), Keyes and Mingay, two of whom are unrelated directors, as defined in
the TSE Guidelines,  but all of whom are sufficiently independent in the opinion
of the Board. In carrying out its mandate,  the Corporate  Governance  Committee
met twice during the year ended December 31, 2001, on August 1 and November 7.

         At its  August 1, 2001  meeting,  the  Corporate  Governance  Committee
discussed the Corporation's  securities  compliance practices and concluded that
management  should  implement  procedures  to increase  diligence in  securities
compliance  matters  relating  to  the  Corporation.  The  Corporate  Governance
Committee also  considered  the need for  improvements  in corporate  governance
practices,  and determined it would be  advantageous  to adopt a written charter
for each  committee of the Board of Directors.  In addition,  in order to ensure
adherence to the committee  mandates set forth in the charters of the respective
committees,  it was decided that each committee  chairman  should be seized with
the  responsibility  of reporting the year's  activities of his or her committee
directly to the shareholders of the Corporation.

         The Corporate  Governance  Committee mandated Cassels Brock & Blackwell
LLP to conduct a full review of, and to report on, the Corporation's  securities
compliance  and  corporate   governance   practices  and  to  develop,  for  the
Corporation,  a written  framework in connection with securities  compliance and
corporate governance.  At its November 7, 2001 meeting, the Corporate Governance
Committee  received from Cassels Brock & Blackwell  LLP, its report;  a draft of
the Kinross Gold




<PAGE>


                                      -15-


Corporation  Securities  Compliance Policy and Framework,  consisting of various
written  procedures  relating to  compliance  matters  such as insider  trading,
insider  reporting,  selective  disclosure,  electronic  disclosure  and  mining
disclosure,  as well as transaction management  mechanisms,  internal compliance
audit processes and reporting processes to the Corporate  Governance  Committee;
and drafts of the various charters of the Board and of each of its committees.

         The  Corporate  Governance  Committee  recommended  for adoption by the
Board of Directors,  the Kinross Securities  Compliance Policy and Framework and
this Policy and Framework was adopted by the Board in November 2001. At the same
meeting,  the Board adopted the Corporate  Governance  Committee Charter and the
Board of Directors Charter.

         At a meeting held in February 2002, the Board approved the  appointment
of, and the adoption of a role description for, the Independent Board Leader.

         The  Corporation's  corporate  governance  practices are based upon and
comply with the  recommendations  contained  in the  Saucier  Report and the TSE
Guidelines,  except  as  follows.  No formal  programs  are in place yet for the
purposes  of  proposing  new  members to the Board,  providing  orientation  and
education for new recruits to the Board or for assessing  the  effectiveness  of
the  board  as a  whole,  the  committees  or  the  contribution  of  individual
directors.  In addition,  no formal  position  description  exists for the Chief
Executive Officer and, as a consequence,  there is no formal assessment process.
These responsibilities have been delegated to the Corporate Governance Committee
pursuant to its charter, and, in turn, delegated to the Independent Board Leader
and will be undertaken by the Independent Board Leader.

         The  foregoing  report  dated  this  22nd day of  March,  2002 has been
furnished  by  the  Chairman  of  the  Corporate  Governance  Committee  on  the
Committee's behalf.

(Signed) John E. Oliver

         Audit Committee

         Audit Committee Charter

         The mandate of the Audit  Committee  has been  formalized  in a written
charter.  Generally  its  mandate  is to  provide  assistance  to the  Board  of
Directors of the  Corporation in fulfilling its financial  reporting and control
responsibilities  to the  shareholders  of the  Corporation  and the  investment
community.   Its  primary  duties  and  responsibilities  are  to  serve  as  an
independent and objective party to monitor the Corporation's financial reporting
process and control  systems;  review and appraise the audit  activities  of the
Corporation's  independent auditors and the internal audit function; and provide
open lines of communication among the independent auditors, financial and senior
management,  and the Board of  Directors  for  financial  reporting  and control
matters.  The Audit Committee is also responsible  for, among other things,  the
identification of significant business,  political,  financial and control risks
and exposure and assessing the steps management has taken to minimize such risks
to the Corporation.

         The Audit  Committee is to be  comprised  of at least three  directors.
Each of the Committee  members must be independent from management and free from
any  relationship  that, in the opinion of the Board,  would  interfere with the
exercise of his or her independent  judgement as a member of the Committee.  All
members  should  have a working  familiarity  of basic  finance  and  accounting
practices,  and at least one member must have  accounting  or related  financial
management expertise.  A copy of the Amended Charter of the Corporate Governance
Committee  is  available  upon  request  to  the  Corporate   Secretary  of  the
Corporation.




<PAGE>


                                      -16-

         Report on Activities of Audit Committee

         The Audit Committee members are Messrs.  Brough (Chairman),  Huxley and
Mingay, two of whom are unrelated  directors,  as defined in the TSE Guidelines,
but all of whom are  sufficiently  independent  in the opinion of the Board.  In
carrying out its  mandate,  the Audit  Committee  met four times during the year
ended December 31, 2001, on February 14, May 1, August 1 and November 7. At such
meetings the Audit  Committee  reviewed,  with the  Vice-President,  Finance and
Chief Financial  Officer and the auditors of the  Corporation,  the consolidated
financial  statements  for  the  fourth  quarter  and  the  annual  consolidated
financial  statements  for the year  ended  December  31,  2000,  as well as the
consolidated  financial  statements for the first,  second and third quarters of
the year ended  December 31, 2001.  For each of the  financial  statements,  the
Audit Committee  received the input and comments of the Corporation's  auditors,
which  included  among other  things,  confirmation  of the  cooperation  of the
management of the Corporation in conducting  their audit and of the independence
of the auditors from the  Corporation.  On November 7, 2001, the Audit Committee
reviewed  a draft of the  Amended  Charter  of the  Audit  Committee.  The Audit
Committee recommended the adoption of the Amended Charter of the Audit Committee
to the Board of Directors.

         The  foregoing  report  dated  this  22nd day of  March,  2002 has been
furnished by the Chairman of the Audit Committee on the Committee's behalf.

(Signed) John A. Brough

         Compensation Committee

         Compensation Committee Charter

         The mandate of the  Compensation  Committee  has been  formalized  in a
written charter.  Generally, it is responsible for making recommendations to the
Board of Directors on all matters relating to the compensation of directors, the
members of the various committees of the Board, the Independent Board Leader and
the senior  officers of the  Corporation.  For the purpose of its  mandate,  the
Compensation  Committee  reviews all aspects of compensation  paid to directors,
committee members,  independent board leaders, management and employees of other
mining  companies  to  ensure  the  Corporation's   compensation   programs  are
competitive, ensuring that the Corporation can attract, motivate and retain high
calibre individuals.

         The  Compensation  Committee  is to be  comprised  of  at  least  three
directors. Each of the Committee members must be independent from management and
free from any  relationship  that, in the opinion of the Board,  would interfere
with  the  exercise  of his or her  independent  judgement  as a  member  of the
Committee.  All members  should have skills that are  relevant to the mandate of
the Committee.  A copy of the Compensation  Committee  Charter is available upon
request to the Corporate  Secretary and for the report of such committee for the
year ended December 31, 2001, see "Executive Compensation".

         Environmental Committee

         Environmental Committee Charter

         The mandate of the  Environmental  Committee has been formalized in its
written charter.  Generally,  the mandate of the  Environmental  Committee is to
oversee the development and implementation of policies and best practices of the
Corporation  relating to environmental issues in order to ensure compliance with
environmental  laws. This includes assisting the  Vice-President,  Environmental
Affairs and  management in reaching the  objectives  set out in the Kinross Gold




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Corporation  Environmental Policy and Framework and monitoring its effectiveness
and discussing with management any necessary improvements to such policy and its
framework of implementation.

         The  Environmental  Committee  is to be  comprised  of at  least  three
directors. Each of the Committee members must be independent from management and
free from any  relationship  that, in the opinion of the Board,  would interfere
with  the  exercise  of his or her  independent  judgement  as a  member  of the
Committee.  All members  should have skills that are  relevant to the mandate of
the Committee.  A copy of the Environmental  Committee Charter is available upon
request to the Corporate Secretary.

         Report on Activities of the Environmental Committee

         The  Environmental  Committee  members  are Messrs.  Keyes  (Chairman),
Oliver and Mingay,  two of whom are unrelated  directors,  as defined in the TSE
Guidelines,  but all of whom are sufficiently  independent in the opinion of the
Board. In order to carry out its mandate, the Environmental  Committee met twice
during the year ended December 31, 2001, on August 1 and November 7.

         On August 1, 2001, the Environmental  Committee  considered the year to
date  environmental   performance  review;  received  from  the  Vice-President,
Environmental Affairs, an environmental audit program status report and approved
a rating system for ranking the relative significance of exceptions  identified;
reviewed site environmental management plan development; considered and approved
the  Environmental  Performance  Index to  provide  numeral  measure  of overall
environmental performance for each of the Corporation's operations.

         On November 7, 2001, the Environmental Committee considered the quarter
and year to date environmental  performance review;  considered and approved the
revised Kinross Gold Corporation  Environmental Policy and Framework;  received,
from  the  Vice-President,  Environmental  Affairs,  a  status  report  on  site
environmental audits and corrective action plans;  conducted a review of closure
and  reclamation  costs;  and received  from the  Vice-President,  Environmental
Affairs  a  presentation  on  the  2002  Kinross  Environmental  Business  Plan,
including goals and objectives.  The Environmental Committee reviewed a draft of
the Charter of the  Environmental  Committee and recommended its adoption to the
Board.

         The  foregoing  report  dated  this  22nd day of  March,  2002 has been
furnished by the  Chairman of the  Environmental  Committee  on the  Committee's
behalf.

(Signed) John A. Keyes

Shareholder Feedback

         The Corporation has a Vice-President,  Investor Relations and Corporate
Development as well as an Investor  Relations Officer who handles inquiries from
the  investment  community.  All  shareholder  inquiries  are  directed  to  the
Corporate Secretary of the Corporation.  Shareholder  inquiries are responded to
promptly by the appropriate individual within the Corporation.


         INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

         Since the  commencement  of the  Corporation's  last financial year, no
director,  senior officer or principal  shareholder of the Corporation,  nor any
affiliate  or  associate  thereof,  has had any  material  interest,  direct  or
indirect,   in  any  transaction   which  has  or  will  materially  affect  the
Corporation.




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                                      -18-


Additional Information

         Copies of the Corporation's  latest annual  information form,  together
with any document incorporated therein by reference, annual report and financial
statements  and  management  proxy  circular may be obtained upon request to the
Corporate Secretary of the Corporation.  The Corporation may require the payment
of a  reasonable  charge  if  the  request  is  made  by a  person  who is not a
shareholder of the Corporation.

Directors' Approval

         The Board of Directors of the Corporation has approved the contents and
the sending of this Circular.

         The foregoing  contains no untrue statement of a material fact and does
not omit to state a  material  fact  that is  required  to be  stated or that is
necessary to make a statement not  misleading in the light of the  circumstances
in which it was made.

         DATED this 22nd day of March, 2002.




(Signed) Robert M. Buchan               (Signed) Brian W. Penny
Chairman and Chief                      Vice President, Finance and
Executive Officer                       Chief Financial Officer



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