CODE OF CONDUCT

This Code of Conduct a (“Code”) contains general guidelines for conducting the business of Randgold Resources Limited (“Randgold” or the “Company”) and all of its direct and indirect subsidiaries based on the values of honesty and integrity.

It is acknowledged that Randgold, as constituted in terms of Jersey legislation, is bound by Jersey laws and regulations, but must adhere to the legislation applicable to the various jurisdictions in which it operates.

This Code applies to all directors, officers and employees of, and other persons acting in similar capacities for, Randgold. We refer to all persons covered by this Code as ‘employees.’ The aim of this document is to assist employees, clients and suppliers in understanding the standards of behaviour which are required in the pursuit of the Company’s undertakings.

This Code is not intended to be a comprehensive rulebook and cannot address every situation that employees may face. If an employee feels uncomfortable about a situation, needs advice before making decisions that appear to have significant legal or ethical implications, or have any doubts about whether it is consistent with Randgold’s ethical standards, assistance should be sought. We encourage employees to contact their supervisor for help first. If a supervisor cannot answer the question or if employees do not feel comfortable contacting the supervisor, employees may contact the Group Legal Adviser, or, in the case of an issue involving employment, the Human Resources Executive. General questions concerning the requirements of this Code or the procedures to be followed may also be discussed in confidence with the Group Legal Adviser.


LAWS AND REGULATIONS

Each employee has an obligation to comply with all laws, rules and regulations applicable to Randgold’s operations. These include, without limitation, laws covering bribery and kickbacks, trade secrets, insider trading, illegal political contributions, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. Employees are expected to understand and comply with all laws, rules and regulations that apply to their activities. If any doubt exists about whether a course of action is lawful, you should seek advice from the Group Legal Adviser.

International laws have moved to require companies to ensure that they have policies in place to (a) prohibit corporate bribery of foreign officials and (b) assure the adequacy and integrity of the financial statements, reports and internal procedures of public corporations.

Bribery of Foreign Officials

Neither Randgold nor any of its employees, officers, directors and agents shall directly or indirectly influencing (with money, gifts, or promises) any foreign government, official, political party or political candidate in order to assist the Company in obtaining or retaining business or in directing business to any other person.

Record Keeping

Randgold, its subsidiaries and affiliates, as part of its financial requirements, keeps books, records and accounts, which accurately and fairly reflect its transactions and dispositions of its assets. All Randgold records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. The statutory requirement to maintain proper internal books and records is in addition to its obligations relating to its publicly disclosed financial statements. Randgold maintains a system of internal accounting controls sufficient to provide reasonable assurances that it: executes transactions and permits access to assets in accordance with management’s authorisation; records transactions as necessary to prepare financial statements and maintain accountability for assets; and compares the recorded accounting treatment for assets with the existing assets at reasonable intervals and takes appropriate action with respect to any differences. We maintain a business control framework that documents key business risks, together with the related operational, financial and compliance controls. This is regularly reviewed and updated and reports are submitted to the board where any issues might affect the risks and controls.


EMPLOYMENT

Randgold employs people on the basis of the job requirements and does not discriminate on grounds of age, ethnic or social origins, gender, sexual orientation, politics or religion. Where it is required by local laws, Randgold may favour local employment. Randgold will not employ any forced or bonded labour nor will any child labour be employed.

Randgold has established standards for hiring and promoting the most qualified individuals and evidence of integrity and ethical behaviour demonstrate an entity’s commitment to competent and trustworthy people. All company jobs have job descriptions and person specifications (qualifications, experience guidelines).

Randgold prohibits harassment in any form, whether physical or verbal and whether committed by supervisors, non-supervisory personnel, or non-employees. If an employee has any complaints about discrimination or harassment, report such conduct to the Human Resources departmental head. All complaints will be treated with sensitivity and discretion. Any member of management who has reason to believe that an employee has been the victim of harassment or discrimination or who receives a report of alleged harassment or discrimination is required to report it to the Human Resources Executive immediately.


CORPORATE GOVERNANCE

Randgold is committed to maintaining the highest standards of corporate governance and therefore adheres, where possible, to the provisions of The Combined Code on Corporate Governance published in 2006. The Company accepts that it will comply with the procedure of explaining where it does not meet the standards set by the Combined Code.

It is imperative that employees’ actions be conducted on the basis of avoiding any conflict with the activities of the Company. A conflict of interest is defined as any obligation, interest or distraction which would interfere with the independent exercise of judgement in the company’s best interest. Such actions extend to involving family members of the employee or any business with which the employee is associated and which might result in a benefit being received from such information or knowledge.

Employees may not take up outside employment without the consent of the Human Resources Executive.

Any employee who is asked to take up a position on the board of an outside company should obtain approval from the Chairman of the company through the Company Secretary.

The Company recognises the importance of maintaining sound relationships with suppliers, but acknowledges that this may lead to potential conflict. Employees are requested to ensure that they remain independent from any such organisations. Employees should also ensure that such suppliers are aware of the governance standards by which Randgold operates, including the bribery of foreign officials referred to above, and make sure that the similar standards have been adopted by such suppliers.

The receipt of gifts or hospitality can lead to conflicts of interest and the attention of employees is drawn to the fact that these should not impair the employees’ business judgement in acting in the best interests of the company. Accordingly, employees should notify the Company Secretary of all gifts received so these may be recorded.


WHISTLE BLOWING

All employees have a duty to report in good faith any known or suspected violation of this Code, including any violation of the laws, rules, regulations or corporate or other policies that apply to Randgold or its employees, or any observed instances of misconduct or pressure to compromise the Company’s ethics standards. If an employee knows of or has reason to believe a violation of this Code has occurred or may occur, the employee should immediately report such violation in the manner provided below. The Company will promptly investigate a report to resolve the matter. No adverse action of any kind will be taken against an employee for reporting in good faith what is believed to be a violation of this Code.

Randgold has established a whistle-blowing procedure. Any issue raised by an employee should be addressed to the Company’s Legal Counsel who will be mandated to investigate the alleged incident and to report directly to the audit committee. In the event of the compliant being levied against either the Chief Executive Officer or the Chief Financial Officer, then ahead of any investigation, Legal Counsel is required to formally advise the Chairman and Senior Independent Director of the allegations. With the approval of the audit committee, additional assistance for any investigation can be obtained from third party consultants.


CONFIDENTIAL INFORMATION

Employees have access to a variety of confidential information, which includes all non-public information, while employed at Randgold. Employees have a duty to safeguard all confidential information of Randgold or third parties with which Randgold conducts business, except when disclosure is authorized or legally mandated. An employee’s obligation to protect confidential information continues after he or she leaves Randgold. Any questions or concerns regarding whether disclosure of Randgold information is legally mandated should be promptly referred to the Group Legal Adviser.


INSIDER TRADING

The Company respects the rights of employees to make private investments. Attention is drawn to the fact that the possession of information which is not available to the general public should not be use for personal material gain.

In order to comply with the requirements of the London Stock Exchange and the Nasdaq Global Stock Market, employees attention is drawn to the note prepared by the Company Secretary, setting out the periods under which all trading in respect of options held in terms of the rules of the Randgold Resources Share Option Scheme and Randgold Resources Restricted Share Scheme shall cease. The Company Secretary is authorised to place additional restrictions on the sale of shares when a cautionary announcement has been published. Staff should be aware that such trading moratoria apply to their immediate family members. For information as to who constitutes immediate family please contact the Company Secretary.


THEFT AND FRAUD

Employees should protect Randgold’s assets and ensure their efficient use for legitimate business purposes only. The use of Randgold’s assets for any unlawful or improper purpose is prohibited. Employees shall use Randgold property only for legitimate business purposes, as authorized in connection with their job responsibilities.

Theft and fraud are prohibited and will lead to immediate disciplinary action, which could include dismissal. Cases will be referred to the relevant police authorities for criminal prosecution.


MEDIA RELATIONS

Randgold will on occasion be requested to express its views to the media on various issues. Employees approached should decline to comment and should refer the representatives of the media to the Chief Executive or the company’s Communication’s Manager.


INTERACTIONS WITH GOVERNMENTS

Randgold is committed to conducting its business with all governments and governmental entities and their representatives with the highest standards of business ethics and in compliance with applicable laws and regulations, including the special requirements that apply to contracts and transactions with governments and governmental entities. In interactions with governments or governmental entities employees should be forthright and candid at all times; no employee should misstate or omit any material information from any written or oral communication

If an employee’s job responsibilities include interacting with a government or governmental entity, he or she is expected to understand and comply with the special laws, rules, and regulations that apply to that job position. If any doubt exists about whether a course of action is lawful, the employee should seek advice immediately from a supervisor or the Group Legal Adviser.


SUSTAINABLE DEVELOPMENT

Randgold is committed to the integration of sustainable environmental and social impact management into its business activities. The optimum utilisation of mineral and other resources encompasses the protection and conservation of the existing environment. Within this framework, Randgold strives to assist the communities most affected by its operations to develop in a sustainable way and to give all its employees a high quality of work life, including a safe workplace.

Randgold’s integrated social and environmental management process identifies potentially significant positive and negative impacts. The implementation of sustainable environmental and social responsibility strategies aims to minimise negative impacts and maximise the positive impacts of our activities, commensurate with our business strategy and within national and World Bank standards. The strategies we use to achieve this include the following:

• Encourage and reward the use of integrated environmental management to ensure that management decision making processes include a sensitive and holistic consideration of environmental issues. To facilitate this, all projects must include a comprehensive environmental and social impact assessment. Where appropriate, specialist consultants are employed.

• Maintain positive relationships with neighbouring communities, local and national government authorities, NGOs and aid agencies and the public.

• Respect and consult with the communities in the areas affected by our operations so that these communities receive fair treatment and where possible benefit from our activities.

• Budget a percentage of profit for sustainable community development projects. The projects are selected and prioritised in consultation with the communities and carried out in cooperation with community members.

• Aim to forge a pact with employees through having respect for fundamental human rights including workplace rights, employee development and the need for a healthy and safe workplace.

• Strive for the highest quality of rehabilitation, waste management and environmental protection in the most cost effective manner.

• Strive to optimise the consumption of energy, waste and other natural resources.

• Through the introduction of new alternative, environmentally friendly products and processes, as they become available, avoid the use or release of substances which, by themselves or through their manufacturing process, may damage the environment.

• Practise responsible environmental stewardship to meet the demands of local communities, host country government requirements and international standards, and strive for continuous improvement of environmental performance.


CONTRAVENTION OF THE CODE

The contravention of this Code will be viewed as a serious matter and where applicable, will be referred to the Human Resources Executive and the Group Legal Adviser. Employees are advised that contravention of this Code could lead to disciplinary action and to the termination of employment.


FINANCIAL

Code of ethics for chief executive officer, finance director and financial officers :

The Chief Executive Officer and the Chief Financial Officer, the Finance Director, will ensure that they, and the Company’s financial officers, will adopt standards that are designed to deter wrongdoing and to promote:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• Integrity, which means not only honesty but fair dealing, truthfulness and adherence to good principles;

• Avoidance of conflicts of interest, including disclosure to the board of directors or audit committee, of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

• Fair, accurate, timely, and understandable disclosure in reports and documents that a company files with, or submits to, the SEC, other regulatory bodies and in other public communications made by the company;

• Compliance with applicable governmental laws, rules and regulations and corporate governance codes;

• Due skill, care and diligence in carrying out work assignments;

• The prompt internal reporting to the board of directors or audit committee of violations of the code; and

• Accountability for adherence to this code of ethics.