During the year, to highlight the importance that the board applies to governance issues, the decision was taken to alter the name of the committee to the governance and nomination committee.
The members of the governance and nomination committee and their respective the year were as follows:
In accordance with the directors' remuneration policy, Mr Liétard receives a chairman and Mr Cole Jr received a fee as senior independent director and therefore no additional payments for services to the committee were made. Fees paid to Messrs Coleman and Israel were US$10 000 each.
In compliance with the Combined Code and UK Corporate Governance Code, the board acknowledges that there should be a formal, rigorous and transparent procedure for the appointment of new directors.
Following the resignation of Mr Walden the governance and nomination committee again reviewed the experience and contributions brought by existing board members and it was agreed that a candidate be sought with the necessary independent financial and international market experience. Accordingly, the committee is identifying potential candidates who meet the identified job specifications. The board has not made use of either a search agency nor did it advertise for the position. The board believes that mining is a complex industry and for this reason decided that candidates for board membership could be best identified through personal contact and therefore neither uses a search agency nor advertised for the position.
As noted in the 2009 annual report Dr Dagdelen was elected as a non-executive director on 29 January 2010. A full biography of Dr Dagdelen is shown on page 7 of this report.
In addition, the committee continued to review the company succession planning procedure, and in particular strategy and tactics regarding key management. This process involves executive and senior management within the group. In addition to the appointment of directors, the appointment and removal of the company secretary remains a matter for consideration by the board as a whole.
All members of the board now have letters of appointment which will be available for inspection at our registered office and at the AGM meeting itself.
At its November 2010 meeting, the committee reviewed the key policies and charters within the group. The board charter along with the governance and nomination committee charter and the charters of the other board committees are published on the company's website. All key group policies were reviewed at the November 2010 board meeting and where it was felt necessary amendments be made to the relevant policies.
It is proposed that as part of the resolutions for consideration at the forthcoming annual general meeting, that a separate resolution be included to adopt new articles of association in order to update the company's current articles of association (the 'Current Articles'). The new articles of association primarily take account of changes to law and practice since the Current Articles were last updated and incorporate certain amendments required as a result of changes to the laws and regulations to which the company is subject. In particular, the new articles of association reflect certain amendments to the Companies (Jersey) Law 1991 (as amended) and certain requirements of the UK Listing Rules which come into effect for companies incorporated outside of the UK who have a premium listing of equity securities on the Official List of the UK Financial Services Authority.
The principal changes introduced in the new articles of association are summarised in Appendix 1 to the Notice to Shareholders. Other changes, which are of a minor, technical or clarifying nature, have not been included in the summary. Copies of the new articles of association and the Current Articles will be available for inspection at the company's registered office (3rd Floor, Unity Chambers, 28 Halkett Street, St Helier, Jersey, JE2 4WJ, Channel Islands) and the company's office in London at 1st Floor, 2 Savoy Court, Strand, London WC2R 0EZ, United Kingdom from the date of the Notice to Shareholders until the time of the annual general meeting. A copy of the new articles of association can also be found at www.randgoldresources.com.