WEST AFRICA’S NEWEST LARGE GOLD PRODUCER 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. 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  34 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  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. 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. 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. Senior executive performance review (1.2)  Role of the board and of senior executives (1.1) Principle 1: Lay solid foundations for management  and oversight