Corporate Governance
The Directors support the principles of good governance and have implemented, where practicable for a company of this size and nature, the many and main provisions of the principles of good governance and codes of best practice under the New Combined Code.

The Board has also considered the guidance published by the Institute of Chartered Accountants in England and Wales concerning the internal control requirements of the Combined Code, in line with the Turnbull Report. The Board regularly reviews key business risks, via a number of properly constituted committees, in addition to the financial risks facing the Group in the operations of its business.

The Board
The Board currently has ten directors all of which are non-executives.
The Board has determined and formalised matters reserved for its consideration and where appropriate have delegated certain matters under a chart of authority to Board appointed committees. The Board meets on a regular basis, at least five times a year, to review the performance and the business of the Group, ensure that funding needs are appropriate and consider development and acquisition opportunities. All Directors have an exceptionally good attendance record for Board and Committee meetings. Where appropriate the Directors have full access to the Company Secretary and independent professional advice at the Company’s expense. The Company has in place appropriate insurance cover in respect of legal action against its Directors and Officers.

The Directors undertake a bi-annual self assessment review, with the assistance of an external consultant, of the Board and Committees. The non-executive Directors meet during the year without the Executive Directors to evaluate the Chairman's performance and do so on an annual basis.

Mr Christopher Palmer-Tomkinson is the senior Independent Non-Executive Director who is available to meet with major shareholders.

It is a requirement that all Directors retire by rotation at least every three years and new appointments are elected at the earliest opportunity.

Audit Committee
The Audit Committee consists of three Non-Executive Directors and is chaired by Duncan Baxter. The Audit Committee meets three times a year to consider the annual, interim financial statements and the audit programme. The Executive Directors are invited to attend meetings as appropriate. The Terms of Reference of the Audit Committee are reviewed by the Board at least once a year and are available at the Annual General Meeting. It is responsible for ensuring that the appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the accounts and internal control systems. The Audit Committee also considers budgets and has agreed an authorisation and expenditure policy. The Audit Committee is responsible for monitoring key risks and has implemented through the internal audit department, a process for reporting on, and monitoring, those risks. The members are Mr Baxter, Mr Palmer-Tomkinson and Mr Nikolakakis. The Audit Committee members meet with the management and Auditors on a regular basis.

Remuneration Committee
The Remuneration Committee consists of four Non-Executive Directors, Mr Cross, Mr Davidson, and Mr Palmer-Tomkinson who is the Chairman. It is responsible for reviewing the performance of the Executive Directors and, where appropriate, other senior executives, and for determining their appropriate levels of remuneration. The Committee makes recommendations to the Board, within agreed terms of reference, which the Board review at least annually, regarding the levels of remuneration and benefits including participation in the Company's share plan. The Committee also examines fees in relation to non-executive remuneration and committee Chairman.

Nominations Committee
The Nominations Committee consists of Mr Cross and Mr Palmer-Tomkinson who is the Chairman. The Committee meets at least once a year and considers and makes recommendations on the appointment of Directors, Chairman of Committees, senior management and directors to Group subsidiary companies as appropriate and keeps the composition of the Board under review. The Committee makes recommendations to the Board, within agreed terms of reference, which the Board review at least annually and review the re-election and election of directors in respect of the retirement and election requirements dealt with at the Annual General meeting.

Health, Safety and Environmental Committee
The Board has a Health and Safety Committee which is chaired by Mr Wadeson. The other members of the Committee are Mr Palmer-Tomkinson and Mr Davidson. The Committee considers with management, the development and training requirements and regulatory compliance of health, safety and environmental issues. The Committee makes recommendations to the Board, within agreed terms of reference which the Board review at least annually. The Committee, in particular, requires environmental closure plans in respect of project feasibility studies, and considers enhanced safety awareness and leadership programmes.

Other Committees
In addition, the Group management company, OOO Russdragmet (“RDM”), in Russia has established a risk and control platform through the:

RDM Board
The Board of the management company meets monthly and prepares strategic and investment decisions for the Board of Directors.

Executive Committee
The Executive Committee meets weekly. The members include management of RDM functional departments and the General Directors of the mine sites. It is chaired by Henry Horne the General Director of RDM. Its role is to ensure the implementation of decisions taken by the Group boards and committees, to manage the day to day operational activities and to make recommendations to the Board of RDM. It delegates part of its duties to three internal RDM committees; the Risk Committee; Budget Committee and Investment Committee.

Internal Controls
The Directors have overall responsibility for the Group’s internal control and effectiveness in safeguarding the assets of the Group. Internal control systems are designed to reflect the particular type of business, operations and safety risks, and to identify and manage these risks, but not all risks to which the business is exposed. As a result internal controls can only provide a reasonable, but not absolute, assurance against material misstatements or loss. The processes used by the Board to review the effectiveness of the internal controls are through the Audit Committee, internal audit function and the executive management reporting to the Board on a regular basis where business plans, budgets and authorisation limits for the approval of significant expenditure, including investments are appraised and agreed. The Board also seeks to ensure that there is a proper organisational and management structure with clear responsibilities, accountability and succession plans. The Board also engages independent professional advice on risk assessment matters. It is the Board’s policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the group.