corporate governance statement 35 RESOLUTE MINING LIMITED 2004 ANNUAL REPORT (continued) 5. Securities Trading 6. Corporate Reporting 3. Remuneration and Nomination Committee 4. Ethical Standards and Code of Conduct 7. Audit Committee • Buy, sell or otherwise deal in Company shares or options; • Advise, procure or encourage another person (for example, a family member, a friend, a family Company or trust) to buy or sell Company shares or options; or • Pass on information to any other person, if one knows or ought reasonably know that the person may use the information to buy or sell (or procure another person to buy or sell) Company shares or options. • That the Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and Group; and  • That the above statement is founded on a sound system of internal control and risk management which implements the policies adopted by the Board and that the Company’s risk management and internal control is operating efficiently in all material respects. The Board has reviewed and considered the positions and associations of each of the 4 directors in office at the date of this report and considers that 3 of the directors are independent. Mr Peter Sullivan (CEO) is not considered to be independent. As such it is clear that the majority of the Board are independent and the Chairman is an independent director. The roles of the Chairman and the CEO are not exercised by the same individual. The Chairman is responsible for leading the Board, ensuring that Board activities are organised and efficiently conducted and for ensuring directors are properly briefed for meetings. The Board has delegated responsibility for the day-to-day activities to the CEO and the Executive Committee. The Remuneration and Nomination Committee ensure that the Board members are appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the CEO and the Executive Committee. The CEO is accountable to the Board for all authority delegated to that position and the Executive Committee. Directors and Board Committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company’s expense. In relation to the term of office, the Company’s constitution specifies that one third of all directors (with the exception of the CEO) must retire from office annually and are eligible for re-election. The Remuneration and Nomination Committee consists of the following non-executive directors, Mr P.Huston (Chairman) and Mr T.Ford. The attendance record in 2004 of members of the Committee meeting is noted in the Directors’ Report under the heading “Directors’ Meetings”. The Remuneration and Nomination Committee is responsible for determining and reviewing the compensation arrangements for the Directors themselves, the CEO, the executive team and employees. In addition, they are responsible for reviewing the appropriateness of the size of the Board relative to its various responsibilities. Recommendations are made to the Board on these matters. Further roles and responsibilities of this Committee can be found in the Committee’s charter which is posted on the Company website. The Board acknowledges the need for the highest standards of corporate governance and ethical conduct by all directors and employees of the consolidated entity. As such, the Company has developed a Code of Conduct which has been fully endorsed by the Board and applies to all directors and employees. This Code of Conduct is regularly reviewed and updated as necessary to ensure that it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Group’s integrity. A fundamental theme is that all business affairs are conducted legally, ethically and with strict observance of the highest standards of integrity and propriety. The directors and management have the responsibility to carry out their functions with a view to maximising financial performance of the consolidated entity. This concerns the propriety of decision making in conflict of interest situations and quality decision making for the benefit of shareholders. Refer to the Company website for specific codes of conduct. Although it is recommended as part of the ASX’s “Principles of Good Corporate Governance and Best Practice Recommendations”, that the Audit Committee should comprise at least 3 directors, this recommendation has not been adhered to by RML for part of the year (from 1 July 2003 to 25 November 2003). RML has complied with this requirement since the appointment of Mr H.Price (Non-executive director) to the Board and Audit Committee (Chairman) on 26 November 2003. It should be noted that RML complied with the ASX transitional arrangements in place until The Committee operates under a charter approved by the Board which is posted to the corporate governance section of the website. It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes. This includes the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations. The Committee also provides the Board with additional assurance regarding the reliability of the financial information for inclusion in the financial reports. The Audit Committee consists of the following non-executive directors, Mr H.Price (Chairman), Mr P.Huston and Mr T.Ford. The attendance record in 2004 of members at the Committee meeting is noted in the Directors’ Report under the heading “Directors’ Meetings”. Details of the members of the Board including their experience, expertise and qualifications are set out in the Directors’ Report under the heading “Directors”. In accordance with ASX Principle 4, the CEO and General Manager - Finance & Administration have made the following certifications to  the Board: The Board has adopted the “Dealings in Resolute Mining Limited Shares and Options” policy (refer website) that applies to all directors, officers and employees of the Company. Under this policy, it is illegal for directors, officers or employees who have price sensitive information relating to the Group which has not been published or which is not otherwise ‘generally available’ to: