The Board Charter for Randgold Resources Limited sets out the functions and responsibilities of the Board in order to facilitate Board and management accountability for the Company’s performance and strategic direction.

A. BOARD MEMBESHIP AND PROCESS

Shareholders

1. The business of the Company is managed by the CEO under the direction of a Board appointed by the shareholders.

2. The Board will receive regular information regarding shareholder issues.

3. The Chairman and Senior Independent Director will represent the Board to the shareholders and will communicate the Board’s position.


Composition

4. The Board will have a majority of Directors who are non-executive and are judged by the Board to be independent of judgement and character and free of material relationships with the Company and other entities and people that might influence or would be perceived by shareholders to influence such judgement.

5. The Board will have a balance of non-executive and executive Directors that is effective for the promotion of shareholder interests and the governance of the Company although the majority will be non-executive.

6. The qualifications for Directors are : unquestioned honesty and integrity; a proven track record of creating value for shareholders; time available to undertake the preparedness to question, challenge and critique; and a willingness to understand and commit to the highest standards of governance of the Company.

7. The Board will on an ongoing basis review the skills represented by Directors on the Board and determine whether the composition and mix of those skills remain appropriate to achieve the Company’s strategic objectives.

8. Non-executive Directors will be engaged through a letter of appointment.

9. The Board will determine the level of remuneration paid to its members within any limits approved by shareholders.

10. Directors will be expected to participate in all induction or orientation programmes, and any continuing education or training arranged for them.


Conduct

11. Each Director will ensure that no decision or action is taken that has the effect of placing his or her interests in priority to the interests of the Company.

12. Directors commit to the collective, group decision-making processes of the Board. Individual Directors will always respect the contributions of other Directors, and strive to understand their perspective and contributions to the Board debate and discussion. Directors will debate issues openly and constructively and be free to question or challenge the opinions presented at meetings where their own judgement differs from that of other Directors.

13. All Directors are expected to utilise their range of relevant skills, knowledge and experience for all matters discussed at Board meetings. Executive Directors will ensure that they bring to all Board debate and discussion their unique knowledge, experience, and perspective on the Company’s business.

14. Directors will use all reasonable endeavours to attend Board meetings in person or if possible via conference phone. Members unable to attend a meeting must advise the Chairman and Company Secretary as soon as practicable with an explanation for non-attendance.

15. Non-executive Directors will meet at least once a year without Executive Directors or representatives of executive management present. The Chairman will lead the non-executive sessions.


Support

16. Non-executive Directors may, with the consent of the Chairman and with the assistance of the Company Secretary, seek independent professional advice at the expense of the Company on any matter connected with the discharge of their responsibilities. A copy of any advice will be made available to all directors.


Chairman

17. The Board will elect one of its non-executive members to be Chairman.

18. The Senior Independent Director will act as Chairman in the event that the Chairman is unable to do so for any reason.

19. The Chairman will facilitate the work of the Board at its meetings, and be responsible for ensuring that the principles and processes of the Board are maintained.

20. The Chairman will set the agenda for each meeting in consultation with the CEO and the Company Secretary. Any Director may request that an item be added to the agenda.

21. The Chairman will represent the Board between its meetings, including engaging with the CEO, and conducting the monitoring activities. The Chairman will report to the Board and Committee Chairmen as appropriate between meetings of the Board.


Secretary

22. The Company Secretary is accountable to the Board and his or her appointment and removal is a matter for the Board as a whole.

23. The Company Secretary will advise the Chairman, and through the Chairman, the Board and individual directors on all matters of governance process.

24. The Company Secretary’s advice and services shall be available to all Directors and Board Committees.

25. The Company Secretary will retain independent advisory services at the request of the Board or Board committees.

26. The Company Secretary will develop and maintain the information systems and processes that are appropriate for the Board to fulfil its role and to achieve the Company’s strategic objectives.


Board Evaluation

27. The Board will conduct performance evaluations of the Board as a whole, its Committees, the Chairman, individual Directors, and the governance processes which support the Board’s work.

28. All evaluations will have regard to the collective nature of Board work, and the operation of the governance processes established in this document. They will be conducted annually.

29. The Board will conduct evaluations of the performance of Directors retiring and seeking re-election to the Board. The Board will use the results of these evaluations in considering the endorsement of Directors for re-election by shareholders.

30. The Senior Independent Director will on an annual basis chair a meeting of the Board to evaluate the performance of the Chairman.


The Board and its Committees

31. The Board will establish Committees to assist the Board in exercising its authority.

32. The permanent committees of the Board are the Audit Committee, the Remuneration Committee and the Nomination & Governance Committee.

33. Each Committee will be composed of at least three non-executive Directors who the Board considers best suited to fulfil the role of each Committee. The Chairman of each Committee will be a non-executive Director.

34. Committees will have access to sufficient resources to carry out their activities effectively.

35. The Board will establish a Committee Charter to set the constitutional base for each Committee, to record their activities and to provide guidance to Board Directors.

36. Committees will assist the Board by focussing on the following activities, reporting to the Board on decisions and actions taken, and making any necessary recommendations. The Board will from time to time, delegate to the Committees as appropriate its authority to act on its behalf in the implementation of Board decisions.

37. Audit Committee
• The integrity of financial statements.
• The appointment, reward, and performance of the external auditor, and the integrity of the audit process as a whole.
• The effectiveness of the systems of internal control and risk management.
• The Audit Committee report to shareholders on audit policy and the Committee’s work.

38. Remuneration Committee
• The remuneration policy and its application to the CEO and executives reporting to the CEO.
• The adoption of annual and longer-term incentive plans.
• Determination of levels of reward to the CEO and approval of reward to executives reporting to the CEO and involved in the consideration of all remuneration and reward schemes for staff below the CEO.
• Guidance to the Chairman on the annual evaluation of the CEO.
• The Remuneration Committee report to shareholders on remuneration policy and the Committee’s work.

39. Nomination & Governance Committee
• The identification of suitable candidates for appointment to the Board.
• The plan for succession of the CEO, and its periodic evaluation, and review periodically the succession plain in respect of the Company’s senior management.
• Review the assessment of the performance of individual Directors and make recommendations to the Board on endorsement of retiring Directors seeking re-election.
• The Corporate Governance Report to shareholders on the work of the Committee.


B. BOARD AND CEO RELATIONSHIP

40. In appointing the Board, shareholders vest the management and control of the business and affairs of the Company in the Board. The Board has reserved some matters to itself for decision and, save for those matters, has delegated authority for all other matters to the CEO.


Powers reserved for the Board

The Board has reserved for its sole discretion the following:

40.1 The finalisation and adoption of the group’s strategic plan;

40.2 The approval of the annual operating budget, and monitoring performance against budget;

40.3 The approval of interim and final financial statements;

40.4 The dividend policy;

40.5 The approval of any significant change in accounting policies and practices;

40.6 Fiscal policies including treasury and hedging policies;

40.7 Approval of all financial, legal and ethical controls of the Company to ensure the appropriate compliance procedures are in place;

40.8 Significant mergers and acquisitions and other material transactions;

40.9 Approval of all mining developments;

40.10 New Issues of long-term debt;

40.11 Capital issues, any material changes to the company’s capital structure;

40.12 Remuneration of Executive Directors;

40.13 Nominating candidates for election by the General Meeting of Shareholders to membership of the Board;

40.14 Approval of all circulars, prospectuses and listing particulars;

40.15 Approval of the Annual Report and accounts, including the directors’ report, Remuneration Committee report, Corporate Governance Report and the Nomination & Governance Committee Report, Approval of the 20-F.


Delegation to the CEO

Beyond the items listed as reserved for its sole discretion the Board delegates to the CEO all authority to achieve the Company’s strategic objectives.


Accountability and monitoring

41. The CEO is accountable to the Board for the authority that is delegated to the CEO, and the performance of the Company.

42. The Board and its Committees will monitor the decisions and actions of the CEO and the performance of the Company to gain assurance that progress is being made towards the Company’s strategic objectives.

43. Throughout the annual Board cycle, the CEO will report on the progress being made by the Company’s businesses towards the Company’s strategic objectives and towards short, medium and long-term plans.

44. The Board and its committees will determine the information required. They may make direct requests for information including from the CEO, any employee of the Company, the external auditor and any third party.

45. The CEO (and his or her nominees) will supply the Board and its Committees with the information in a form that is appropriate to enable the Board and its Committees to make assessments and judgements, to conduct inquiries, and to gain assurance that the decisions and actions of the CEO, and the performance of the Company, are directed toward the Company’s strategic objectives.

46. The Chairman of the Board, the Chairmen of Committees, the CEO and the Company Secretary will collectively ensure that effective systems are in place for the production and transmission of information and reports.

47. Relationships and dialogue between individual members of the Board and the CEO and senior executives that focuses in gaining a better understanding of the Company’s business will be encouraged.


Reward and evaluation

48. The Board will ensure that the structure of remuneration for the Company (including for the CEO and the CFO) is linked to the achievement of the Company’s strategic objectives.

49. The Board will ensure that performance requirements of the CEO and the CFO are linked to the implementation of the Company’s strategy, and that systems of evaluation for the performance of the CEO and CFO are based on previously agreed criteria.

50. The Chairman of the Board, drawing on guidance of the Remuneration Committee, will lead on behalf of all the non-executive Directors an annual formal evaluation of the performance of the CEO and the CFO.