content_image/114844.jpg
The Board of Directors of Resolute Mining Limited (“RML”) is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of RML on behalf of the shareholders by whom they are elected and to whom they are accountable. 

The Board has adopted the “Principles of Good Corporate Governance and Best Practice Recommendations” established by the ASX Corporate Governance Council and published by the ASX in March 2003. There is a corporate governance section on the Company’s website which sets out the various policies, charters and codes of conduct which have been adopted to ensure compliance with the “best practice recommendations” referred to above. 

A description of the Company’s main corporate governance practices is set out below. All practices, unless otherwise stated, were in place for the entire year. 

## 1. The Board of Directors 

In accordance with ASX Principle 1, the Board have established a “Statement of Matters Reserved to the Board” which is available on the Company website. This outlines the functions reserved to the Board and those delegated to management and demonstrates that the responsibilities and functions of the Board are distinct from management. 

The key responsibilities of the Board include: 

• Appointing, evaluating, rewarding and if necessary the removal of the Chief Executive Officer (“CEO”) and senior management; 

• Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management; 

• Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company; 

• Overseeing the management of business risks, safety and occupational health, environmental issues and community development; 

• Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review; 

• Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, risk management and internal control processes are in place and functioning appropriately. Further, approving and monitoring financial and other reporting; 

• Assuring itself that appropriate audit arrangements are in place; 

• Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted a Code of Business Ethics and that the Company practice is consistent with that Code; and 

• Reporting to and advising shareholders. 

The Board is comprised of 3 non-executive directors including the Chairman and one executive director being the CEO. 

The table below sets out the detail of the tenure of each director at the date of this report. 

<img src='content_image/114844.jpg'>

(a) RML was incorporated on 8 June 2001. 

Details of the members of the Board including their experience, expertise and qualifications are set out in the Directors’ Report under the heading “Directors”. 

## 2. Director Independence 

As outlined in ASX Principle 2, directors are expected to contribute independent views to the Board. 

The Board has adopted specific principles in relation to the directors’ independence. These state that to be deemed independent, a director must be a non-executive and: 

• Not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company. 

• Within the last three years has not been employed in an executive capacity by the Company or another group member, or been a director after ceasing to hold any such employment. 

• Within the last three years has not been a principal of a material professional advisor or a material consultant to the Company or another group member, or an employee materially associated with the service provided. 

• Not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer. 

• Must have no material contractual relationship with the Company or another group member other than as a director of the Company. 

• Not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company. 

• Is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company. 

Materiality for these purposes is based on both quantitative and qualitative bases. An amount of over 5% of annual turnover of the Company or Group or 5% of the individual directors net worth is considered material for these purposes. In addition, a transaction of any amount or a relationship is deemed to be material if knowledge of it impacts the shareholders’ understanding of the director’s performance. 

