NOTE
FOR U.S. READERS ON CANADA/U.S. REPORTING DIFFERENCES
Pursuant
to the requirements of Form 40-F, Kinross’ Annual Information Form dated March
30, 2007 and Management’s Discussion and Analysis, which includes the audited
consolidated financial statements and notes thereto as of December 31,
2006 and
for the three years ended December 31, 2006, are hereby filed under cover
of
this form. See the supplemental note entitled “Reconciliation to United States
GAAP” included as Exhibit 99.4 for a reconciliation of the financial statements
to U.S. GAAP.
In
the
United States, reporting standards for auditors require the addition of an
explanatory paragraph (following the opinion paragraph) that refers to
the audit
report on the effectiveness of the Company’s internal control over financial
reporting. The report to the shareholders of KPMG LLP, independent registered
public accountants to the Company, on Management’s Report on Internal Control
dated March 23, 2007 is expressed in accordance with Canadian reporting
standards, which do not require a reference to the audit report on the
effectiveness of the Company’s internal control over financial reporting in the
financial statement auditors’ report.
There
are
also certain differences between the corporate governance practices applicable
to Kinross and those applicable to U.S. companies under NYSE listing standards.
A summary of the significant differences can be found at www.kinross.com/corp/governance-corp.html.
DISCLOSURE
CONTROLS AND PROCEDURES
The
Company maintains disclosure controls and procedures designed to ensure
that
information required to be disclosed in reports filed under the Securities
Exchange act of 1934 (as amended) is recorded, processed, summarized and
reported within the appropriate time periods and that such information
is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow for timely
disclosures regarding required disclosure. In designing and evaluating
the
disclosure controls and procedures, management recognizes that any disclosure
controls and procedures, no matter how well conceived or operated, can
only
provide reasonable, not absolute, assurance that the objectives of the
control
system are met, and management is required to exercise its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.
As
required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation,
under the supervision and with the participation of our management, including
the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of December 31st, 2006, the end of the period covered by
this
annual report on Form 40-F. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of the end of the
period
covered by this Annual Report, the design and operation of the Company’s
disclosure controls and procedures were effective.
Significant
Changes in Internal Controls
Throughout
2005 and 2006, management has made significant improvements to internal
controls
over financial
reporting including addressing previously identified significant deficiencies.
Management has evaluated the design and the effectiveness of the internal
controls over financial reporting and concluded that
such internal controls are effective. KPMG, Kinross’ independent auditors
appointed by the shareholders,
have audited management’s assessment of internal controls over financial
reporting, and found
that management’s opinion that Kinross maintained effective internal control
over financial reporting
as of December 31, 2006, is fairly stated.
Other
than as discussed above, there have been no significant changes to our
system of
internal control
over financial reporting or in other areas for the year ended December
31, 2006
or since that time that could significantly affect our internal control
over
financial reporting.
AUDIT
COMMITTEE
Kinross
has an audit committee, comprised of three individuals, John A. Brough,
chairman, John M.H. Huxley and Terence C. W. Reid. Each of the members
of the
audit committee is independent as that term
is
defined in the listing standards of the New York Stock Exchange. The board
of
directors has determined that Mr. Brough is the audit committee financial
expert. The Securities and Exchange Commission has indicated that the
designation of a person as an audit committee financial expert does not
make
such person an “expert” for any purpose, impose any duties, obligations or
liabilities on such person that are greater than those imposed on members
of the
audit committee and board of directors who do not carry this designation,
or
affect the duties, obligations or liability of any other member of the
audit
committee or board of directors.
CODE
OF ETHICS
Kinross
has a Code of Business Conduct and Ethics that applies to all directors,
officers and employees. The Code of Business Conduct and Ethics may be
viewed at
the Company’s website at www.kinross.com
under
Corporate - Governance. The Company has not granted any waivers under its
Code
of Business Conduct and Ethics.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The
Company paid the following fees to its independent registered public accounting
firm during the last two fiscal years:
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2006(1)
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2005(2)
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Audit
Fees
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CDN
$2,171,000
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CDN
$1,500,000
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Audit-Related
Fees
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CDN
$258,000
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—
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Tax
Fees
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CDN
$103,000
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All
Other Fees
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CDN
$219,000
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CDN
$68,000
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(1)
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Reflects
amounts paid during the 2006 fiscal year to the Company’s current
independent registered accounting
firm.
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(2)
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Reflects
amounts paid during the 2005 fiscal year to the Company’s current
independent registered accounting firm. In addition, the Company
paid the
following amounts to its prior independent registered accounting
firm
during fiscal 2005: CDN $1,187,295 for audit fees; CDN $1,306,395
for
audit related fees; zero for tax fees; and CDN $701,000 for all
other
fees.
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Audit-related
fees include fees related to the preparation of prospectuses and registration
statements and consultations regarding financial accounting and reporting
standards. Tax fees were for tax compliance and advisory services. “All Other
Fees” includes amounts for products and services other than those set forth
under the separate headings above.
The
audit
committee is required to approve all services provided by the Company’s
principal auditor. All audit services, audit related services, tax services,
and
other services provided for the year ended December 31, 2006 were pre-approved
by the audit committee which concluded that the provision of such services
by
KPMG LLP was compatible with the maintenance of that firm’s independence in the
conduct of its auditing functions.
OFF-BALANCE
SHEET ARRANGEMENTS
The
off-balance sheet arrangements of the Company are disclosed in Kinross’
Management’s Discussion and Analysis – Risk
Analysis –
Disclosures About Market Risks
and Note
8 “Long-term debt and credit facilities,” and Note 20 “Commitments and
contingencies” to Kinross’ audited consolidated financial statements for the
year ended December 31, 2006 filed as an exhibit to this report on Form
40-F and
incorporated herein by this reference.
CONTRACTUAL
OBLIGATIONS
The
contractual obligations of the Company are disclosed in Kinross’ Management’s
Discussion and Analysis - Liquidity and Capital Resources - Liquidity Outlook
-
Contractual Obligations and Commitments,” and Note 18 “Operating Leases” to
Kinross’ audited consolidated financial statements for the year ended December
31, 2006 filed as an exhibit to this report on Form 40-F and incorporated
herein
by this reference.
SAFE
HARBOR FOR FORWARD-LOOKING STATEMENTS
This
report on Form 40-F contains “forward-looking statements.” Forward-looking
statements include, but are not limited to, statements with respect to
the
future price of gold and silver, the estimation of mineral reserves and
resources and other mineralized ore, the realization of mineral reserve
and
resource estimates, the timing and amount of estimated future production,
costs
of production, expected capital expenditures, costs and timing of the
development of new deposits, success of exploration activities, permitting
time
lines, currency fluctuations, requirements for additional capital, government
regulation of mining operations, environmental risks, unanticipated reclamation
expenses, title disputes or claims and limitations on insurance coverage.
In
certain cases, forward-looking statements can be identified by the use
of words
such as “plans,” “expects,” or “does not expect,” “is expected,” “budget,”
“scheduled,” “estimates,” “forecasts,” “intends,” “ anticipates,” or “does not
anticipate,” “or believes,” or variations of such words and phrases or
statements that certain actions, events or results “may,” “could,” “would,”
“might,” or “will be taken,” “occur,” or “be achieved.” Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Kinross
to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. In addition to
the
factors Kinross currently believes to be material, which are identified
in the
Annual Information Form under the captions “Cautionary Statement”
and “Risk Factors” and in Management’s Discussion and Analysis under the
captions “Cautionary Statement on Forward-Looking Information” and “Risk
Analysis” filed as exhibits to this report on Form 40-F and incorporated herein
by this reference, other factors not currently viewed as material could
cause
actual results to differ materially from those described in the forward-looking
statements. In addition, known or unknown risks could have a greater or
different effect than currently expected which could cause actions, events
or
results not to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements which speak
only
as the date of this 40-F. Kinross does not undertake any obligation to
update or
revise these forward-looking statements.
UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
Registrant
undertakes to make available, in person or by telephone, representatives
to
respond to inquiries made by the Commission staff, and to furnish promptly,
when
requested to do so by the Commission staff, information relating to: the
securities registered pursuant to Form 40-F; the securities in relation
to which
the obligation to file an annual report on Form 40-F arises; or transactions
in
said securities.
A
copy of
Kinross’ Audited Consolidated Financial Statements as of December 31, 2006, and
the three years then ended, together with the accompanying Management’s
Discussion and Analysis is available at www.kinross.com.
The
Financial Statements, Management’s Discussion and Analysis and the Annual
Information Form of Kinross are also available on SEDAR (www.sedar.com)
and
this report on Form 40-F, including all of the foregoing documents, is
available
on EDGAR (www.sec.gov).
Upon
the written request of any shareholder, Kinross will provide a copy of
this
report on Form 40-F, including the Financial Statements, Management’s Discussion
and Analysis, and the Annual Information Form attached hereto. Written
requests
for such information should be directed to Kinross Gold Corporation, attention
Shelley Riley, Vice-President Administration and Corporate Secretary,
52nd
Floor,
Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada M5H 3Y2, telephone
(416) 365-5123.
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Registrant certifies that
it meets
all of the requirements for filing on Form 40-F and has duly caused this
annual
report to be signed on its behalf by the undersigned, thereto duly
authorized.
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KINROSS
GOLD CORPORATION
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March
30, 2007
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By |
/s/ Thomas
M. Boehlert |
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Thomas
M. Boehlert
Executive
Vice-President and
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
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Description
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99.1
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Annual
Information Form for Kinross Gold Corporation dated March 30,
2007
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99.2
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Kinross
Gold Corporation Management’s
Discussion
and Analysis
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99.3
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Audited
consolidated financial statements of Kinross Gold Corporation
at and for
the three years
ended December 31, 2006, together with the report of the independent
registered public
accounting firms of Kinross Gold Corporation thereon
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99.4
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Related
supplementary note entitled “Reconciliation
to United States GAAP”
and the
report of the independent registered public accounting firms
of Kinross
Gold Corporation thereon
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99.5
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Management’s
Report on Internal Control over Financial Reporting
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99.6
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Report
of KPMG LLP, independent registered public accounting firm
for Kinross
Gold Corporation
on internal control over financial reporting
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99.7
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Consent
of KPMG LLP, independent registered public accounting firm
for Kinross
Gold Corporation
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99.8
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Consent
of Deloitte & Touche LLP, independent registered public accounting
firm for Kinross
Gold Corporation for the year ended December 31, 2004
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99.9
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Consent
of Robert Henderson to being named as a qualified
person
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99.10
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Consent
of Maryse Bélanger
to being named as a qualified person
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99.11
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Consent
of B. Scott to being named as a qualified person
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99.12
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Consent
of D. Cameron to being named as a qualified person
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99.13
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Consent
of T. Garagan to being named as a qualified person
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99.14
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Consent
of Larry Smith to being named as a qualified person
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99.15
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Consent
of William Tilley to being named as a qualified person
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99.16
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Consent
of Amec E&C Services Inc. to being named as a qualified
person
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99.17
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Certification
of the Principal Executive Officer pursuant to 18 U.S.C. Section
1350
(Section 302
of the Sarbanes-Oxley Act of 2002)
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99.18
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Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section
1350 (Section
906 of the Sarbanes-Oxley Act of 2002)
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99.19
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Certification
of the Principal Executive Officer pursuant to 18 U.S.C. Section
1350
(Section 906
of the Sarbanes-Oxley Act of 2002)
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99.20
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Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section
1350 (Section
906 of the Sarbanes-Oxley act of
2002)
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