Yamana Gold is committed to the highest standards of corporate governance practices. The Company and the Board of Directors recognize the importance of corporate governance to the effective management of the Company and to the protection of its employees and shareholders. The Company's approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Company are effectively managed so as to enhance shareholder value.

In furtherance of the Company’s commitment to continually increasing the level of its corporate governance structure to achieve best practices in corporate governance, the Board of Directors of the Company have given consideration to various corporate policies and practices and have undertaken to accomplish the following changes within the time periods noted:

1. For the 2011 proxy season, Yamana will enhance its majority voting policy to incorporate a requirement that should a director not be elected with a majority of the votes cast FOR in uncontested elections, they will tender their resignation. The Company believes that this will demonstrate to shareholders its commitment to shareholder accountability.

2. By the 2011 proxy season, Yamana will amend its Amended Share Incentive Plan (the “Option Plan”) dated May 2, 2006 to (a) provide for limited non-employee director participation in option grants up to a value of $100,000 per director per year, and (b) to include in the Option Plan’s amending provision a requirement to obtain shareholder approval for any increase to this limit. The Company recognizes that options are an important element of non-employee director compensation and, in the absence of shareholder approval, must be available in this limited manner in order to align director interests to that of the shareholders.

3. By the 2012 proxy season, Yamana’s Board of Directors will adopt a shareholder advisory vote on executive compensation. The Company believes that is it important to have regular and constructive engagement with its shareholders and to give shareholders the opportunity to express their satisfaction with the Board of Director’s approach to executive compensation.

The Company is confident that the adoption of these additional corporate governance practices are in line with best practices for the Canadian market. The Company is committed to, and supports, on-going reviews of its processes, policies and practices in order to ensure it is maintaining good stewardship of investor interests.

The Company's corporate governance practices have been and continue to be in compliance with applicable Canadian and United States requirements. The Company continues to monitor developments in Canada and the United States with a view to further revising its governance policies and practices, as appropriate.