Directors’ report

SHARE OPTION SCHEME
The directors granted options to senior employees in accordance with the provisions of the Randgold Resources Limited Share Option Scheme (the “Scheme”). The summary below is included in this report as required in accordance with the rules of the Scheme.

RE-ELECTION OF DIRECTORS
At the last annual general meeting of the company, Dr Aubrey L Paverd and Mr Bernard H Asher were reelected as directors. During 2006, there were three changes to the board. On 3 May 2006, Dr Karl Voltaire and Mr Norborne P Cole were appointed non-executive directors. Details relating to their election to the board are contained in paragraph 3 hereof.

On 27 October 2006, Mr Jean-Antoine Cramer retired from the board. In accordance with Article 90.1 of the company’s Articles of Association, Messrs Philippe Liétard and Robert I Israel retire by rotation, and as retiring directors are eligible, have offered themselves for re-election.

ELECTION OF DIRECTORS
In terms of Article 85.1 of the Articles of Association, directors appointed to the board during the year shall retire at the next annual general meeting of the company following their appointment. Accordingly, Dr Karl Voltaire and Mr Norborne P Cole do so retire and, as retiring directors are eligible, have offered themselves for re-election. A short biography for each director is contained here.

CHANGE OF AUDITORS
After a formal selection process and based upon the audit committee’s recommendation, the board has decided to appoint BDO Stoy Hayward LLP as the company’s auditors for the year ending 31 December 2007. PricewaterhouseCoopers LLP, who have acted as the company’s auditors since it listed on the London Stock Exchange in 1997, will complete the audit of the company’s 31 December 2006 year end, including the Annual Report on Form 20-F to be filed with the United States SEC and the Management’s Attestation Report in terms of Section 404 of the Sarbanes Oxley Act.