China Gold Mining, Gold Mining Company, Gold Production China, Gold Investment Mining, Gold Production, Australia

CGM is committed to high standards of corporate governance and the Company is supportive of the provisions set out in Section 1 of the Combined Code on Corporate Governance laid out in the Financial Services Authority Listing Rules.

The Board

The Board of CGM consists of two executive directors and four non-executive directors. The composition of the Board ensures that no one individual or group dominates the decision making process.

The Board is responsible to the shareholders for setting the direction of the Company through the establishment of strategic objectives and key policies. The Board meets on a regular basis and considers issues of strategic direction, approves major capital expenditure, appoints and monitors senior management and any other matters having a material effect on CGM. Presentations are made to the Board by senior management on the activities of operations and both executive and non-executive directors undertake regular visits to operations.

All directors have access to management, including the Company Secretary, and to such information as is needed to carry out their duties and responsibilities fully and effectively. Furthermore, all directors are entitled to seek independent professional advice concerning the affairs of CGM at its expense. All directors are subject to election by shareholders at the first opportunity following their appointment. In addition, directors will retire by rotation and stand for re-election by shareholders at least once every three years in accordance with CGM's articles of association.

Remuneration Committee

The Remuneration Committee, comprising solely of independent non-executive directors, is responsible for establishing and developing CGM's general policy on executive and senior management remuneration and determining specific remuneration packages for executive directors. The Remuneration Committee presently comprises: Mr Clive Donner, Mr Evan Kirby and Mr Alex Worrall.  

Audit Committee

The Audit Committee, comprising solely of independent non-executive directors meets not less than twice a year and considers the Company's financial reporting (including accounting policies) and internal financial controls.

Meetings are normally attended, by invitation, by the Finance Director and a representative of the auditors.

The Audit Committee presently comprises: Mr Clive Donner, Mr Evan Kirby and Mr Alex Worrall. The directors do not consider that given the size of the Board, it is appropriate to have a Nomination Committee. The appropriateness of such a committee will however be kept under regular review by the company.

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