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## Corporate Governance Statement 

This statement reports on Perseus Mining Limited’s (the “Company”) key governance framework, principles and practices as at the date of this report. These principles and practices are reviewed regularly and revised as appropriate to reflect changes in law and best practice in corporate governance. The Company and its controlled entities together are referred to as the Group in this statement. 

ASX Listing Rule 4.10.3 requires ASX listed companies to report on the extent to which they have followed the ASX Corporate Governance Principles and Recommendations (“ASX Principles”) released by the ASX Corporate Governance Council. The ASX Principles require the board to consider carefully the development and adoption of appropriate corporate governance policies and practices founded on the ASX Principles. A description of the Company’s main corporate governance practices is set out below. All these practices, unless otherwise stated, were in place for the entire year. They comply with the August 2007 ASX Principles of Good Corporate Governance and Best Practice Recommendations . 

In a number of instances, the Company may determine not to meet the standard set out in the recommendations, largely due to the relevant recommendation being considered by the board to be unduly onerous for a Company of this size. As the Company’s activities develop in size, nature and scope, the size of the board and the implementation of additional corporate governance structures will be given further consideration. 

The board sets out below its “if not, why not” report in relation to those matters of corporate governance where the Company’s practices depart from the recommendations. 

## Principle 1: Lay solid foundations for management and oversight 

## Role of the board and of senior executives (1.1) 

The relationship between the board and senior management is critical to the Company’s long- term success. The directors are responsible to the shareholders for the performance of the Company in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Company as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Company is properly managed. Without intending to limit this general role of the board, the principal functions and responsibilities of the board 

include the following: 

• to set the strategic direction for the Company and monitor progress of those strategies; 

• establish policies appropriate for the Company; 

• monitor the performance of the Company, the board and management; 

• approve the business plan and work programs and budgets; 

• authorise and monitor investment and strategic commitments; 

• review and ratify systems for health, safety and environmental management; risk and internal control, codes of conduct and regulatory compliance; 

• report to shareholders, including but not limited to, the Financial Statements of the Company; and 

• take responsibility for corporate governance. 

Day to day management of the Company’s affairs and the implementation of the corporate strategy and policy initiatives are formally delegated by the board to the managing director, other executive directors, senior managers and the Company Secretary. 

## Senior executive performance review (1.2) 

It is the policy of the board to conduct an evaluation of the performance of senior executives annually. 

Performance has been measured to date by the efficiency and effectiveness of the enhancement of the Company’s mineral interest portfolio, the designing and implementation of the exploration and development program, maintenance of relationships with joint venture partners and the securing of ongoing funding to continue its exploration and development activities. To date, this performance evaluation has not been based on financial indicators such as earnings or dividends as the Company has been in a pre-production phase where the main focus has been on exploration and development activities making these parameters are limited relevance. With the commencement of revenue generation from the CAGP, the relevance of these parameters will increase and they will be referenced in future evaluations. 

Due to the size of the Company and the nature of its business, it has not been deemed necessary to institute a formal documented performance review program of senior executives. The Remuneration Committee considers adjustments to remuneration of directors and senior executives annually after discussions with the 

