Randgold Resources    Annual Report 2005 33

During the year, the board met seven times and a sub-

committee of the board met twice. Attendance at the

formal board meetings is recorded above.

Under the terms of the Code, the following potential

threats to the independence of the non-executive

directors have been identified:

(a) Dr Paverd has served as director since 1996 -

however, other directors consider that the objectivity

and nature of his contribution to the board and committee

discussions are fully consistent with those of an

independent director; and (b) during the year all held

options under the company’s share option scheme,

which were awarded in 1998 (some of which were

exercised during the year). The board does not believe

that this interferes with the independence of the non-

executive directors, but does not intend to grant any

additional share options to non-executive directors. All

non-executive directors own shares in the company,

which aligns their interests with those of shareholders.

The company’s CEO has been granted a rolling three-

year service contract, which the board deems to be in

the best interest of the company and its shareholders.

The company holds its annual general meeting in

conjunction with a board meeting, thereby ensuring that

members of the executive, the senior independent

director and the chairmen of the board committees are

available to answer any queries that shareholders might

raise. When new non-executive directors are appointed,

their terms and conditions of appointment will be available

for inspection at the company’s annual general meeting.

The current terms and conditions of appointment of the

executive directors will be available for inspection at the

annual general meeting.

The job specifications for the chief executive officer and

chief financial officer have been formally approved by

the remuneration committee and the board. These are

reviewed annually. With the change in status of the

chairman from an executive to non-executive, the role

and duties have altered. Currently, a revised job

specification is being finalised which will include a

process of evaluation of his performance.

The board operates in a field which is technically complex

and directors are provided with information which enables

them to fulfill their duties. Visits to the operations and

technical presentations provided by management and

the company’s advisers are used to further their

knowledge in various areas of specialisation. These

updates include matters on corporate governance.

Induction courses take the form of presentations made

to the board and site visits. Information necessary to

update the board on the company’s activities and

corporate governance arrangements is made available

through the offices of the company secretary. Directors

are regularly invited to attend company presentations

to shareholders and investors to encourage interaction

with the market. All directors have direct access to

independent professional advice when they deem that

such assistance is necessary in the furtherance of their

responsibilities.

In accordance with the provision of Companies (Jersey)

Law 1991 and the articles of association, directors are

required to submit themselves to re-election. Any newly

appointed director is subject to election by shareholders

at the first annual general meeting after his/her

appointment. Thereafter, by rotation, the entire board

is subject to re-election every three years. Currently,

three of the non-executive directors have served on the

board since 1997, and Dr Paverd has served as a

director since 1996.

The articles of association do not specify any age limit

for directors to retire nor is there any restriction about

the period of service. The board will reconsider its

composition for future years and may introduce an age

limit for directors, fixed periods of appointment or a

maximum period of service for non-executive directors

at some point in the future if it deems this appropriate.

Number               Total

of           number

meetings         of board

Directors

Designation

attended        meetings

P Liétard

Non-executive chairman

7

7

DM Bristow

Chief executive officer

7

7

RA Williams

Chief financial officer

7

7

BH Asher

Senior independent non-executive

7

7

J-A Cramer

Independent non-executive

6

7

RI Israel

Independent non-executive

6

7

AL Paverd

Independent non-executive

7

7