Corporate Governance

The Directors consider the corporate governance procedures are appropriate relevant to the size and stage of development of the Group.

Code of Practice

The Listing Rules of the Financial Services Authority incorporate the Combined Code, which sets out the principles of Good Governance, and the Code of Best Practice for listed companies. Whilst the Group is not required to comply with the Combined Code, the Group's corporate governance procedures take due regard of the principles of Good Governance set out in the Combined Code in relation to the size and the stage of development of the Group.

The Board of Directors

The Board of Directors consists of six members; three Executive Directors and three Non-Executive Directors, including the Chairman, Mr Gerard Holden. Each of the Executive Directors has a wealth of minerals exploration and development experience. The Non-Executive Directors similarly have a wealth of experience in the minerals industry, finance and corporate development.

The structure of the Board ensures that no one individual or group dominates the decision making process. The composition of the Board, including the balance between Executive and Non-Executive Directors, will continue to be reviewed to ensure that the Board has the appropriate structure and skills to meet the needs of the Company as its business develops.

The Board delegates certain of its responsibilities to the Board committees which have clearly defined terms of references, and are listed below.

The Audit Committee

The Audit Committee considers the Group's financial reporting (including accounting policies) and internal financial controls. The Audit Committee consists of the Chairman, Gerard Holden and Greg James, an independent Non Executive Director and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on.

The Remuneration Committee

The Remuneration Committee is responsible for making recommendations to the Board on Directors' and senior executives' remuneration. It consists of the Chairman, Gerard Holden and Greg James, an independent Non Executive Director. Non Executive Directors' remuneration and conditions are considered and agreed by the Board.

The Nominations Committee

The Nominations Committee was formed during 2009 to make recommendations to the Board for the recruitment of Directors and senior executives. The Nominations Committee consists of Non-Executive Directors.