WEST AFRICA’S NEWEST LARGE GOLD PRODUCER Corporate Governance Statement The board then appoints the most suitable candidate who  must stand for election at the next annual general meeting  of the Company.  Retirement and rotation of directors are governed by  the Corporations Act 2001 and the Constitution of the  Company. Each year one third of the directors (excluding  the Managing Director) must retire and may offer themselves for re-election.  It is the policy of the board to conduct an evaluation of  the performance of the board annually. Performance  is measured by the efficiency and effectiveness of the designing and implementation of the exploration  and development program, the enhancement of the  Company’s mineral interest portfolio, the maintenance  of relationships with joint venture partners, the securing  of required funding and the success of the Company’s  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 of 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 to the extent that  they are appropriate and relevant. Due to the size of the board and the nature of its business,  it has not been deemed necessary to institute a formal  documented performance review program of individuals.  On an ongoing basis, the Chairman conducts an informal  review process whereby he discusses with individual  directors their attitude, performance and approach toward meeting the short and long term objectives of  the Company. The board considers that at this stage  of the Company’s development an informal process is  appropriate, however this position will be re-considered  from time to time. Each director has the right to seek independent professional  advice at the Company’s expense after consultation with  the Chairman. Once received, the advice is to be made  immediately available to all board members. directors have the right of access to any employee. Any  employee can report any breach of corporate governance  principles or company policies to the executive directors  and/or company secretary who shall remedy the breach.  If the breach is not rectified to the satisfaction of the  employee, they shall have the right to report any breach  to an independent director without further reference to  senior managers of the Company. Directors are encouraged to own Company shares. The following points identify the frequency of board  Meetings and the extent of reporting from management  at the meetings: The number of directors’ meetings and the number  of meetings attended by each of the directors of the  Company during the financial year are set out in the  Directors’ Report. The board acknowledges the need for continued maintenance of the highest standards of corporate governance practice and ethical conduct by all directors  and employees. The Company has not established a  formal code of conduct however the directors ensure that  all business affairs are conducted legally, ethically and with  the 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  36 Code of conduct (3.1) Principle 3: Promote ethical and responsible  decision making Board meetings Share ownership •  a minimum of four meetings are to be held per year,  although the board aims to meet once a month and  during the period has formally met on 10 separate  occasions; •  other meetings will be held as required, meetings  can be held by telecommunications link; and •  information provided to the board includes all material  information on: operations, budgets, cash flows,  funding requirements, shareholder movements, broker activity in the Company’s securities, assets  and liabilities, disposals, financial accounts, external audits, internal controls, risk assessment,  new venture proposals, and health, safety and environmental reports. Access to employees Board performance review (2.5)  Independent professional advice