Corporate Governance - Board

The Directors recognise the importance of good corporate governance and have ensured that appropriate corporate governance procedures are in place. In the financial year under review they have applied the provisions of the Combined Code on Corporate Governance June 2006.

The Board of Directors

Kenmare Resources plc is led by a strong and effective Board of Directors. The Board consisted of ten Directors, four Executive Directors and six Non-Executive Directors. On 7 March 2008, Mr. P. McAleer was appointed the Senior Independent Non-Executive Director.

The roles of the Non-Executive Chairman (Mr. C. Carvill) and Chief Executive (Mr. M. Carvill) are separate.

Operation of the Board

The Board has reserved certain items for its consideration and decision. These include approval of the strategic plans of the Group, approval of financial statements, the annual budget, major acquisitions, review of the Group’s system of internal control, significant contracts, major investments, interim and preliminary results announcements, appointment of Directors and the Company Secretary and circulars to shareholders.

The Board has delegated responsibility for the management of the Group, through the Chief Executive, to executive management.

All Directors are subject to retirement by rotation and may offer themselves for reappointment at the Company’s Annual General Meeting. In addition, Non-Executive Directors serving more than nine years on the Board are subject to re-election on an annual basis.


Directors may take independent advice in the furtherance of their duties at the Company’s expense.