Board of Directors

Kenmare Resources plc is led by a strong and effective Board of Directors. The Board consists of twelve Directors, four Executive Directors and eight Non-Executive Directors. Mr. P. McAleer is 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.

Independence of Non-Executive Directors

The Board has determined that each of the Non-Executive Directors is independent. In reaching that conclusion, the Board took into account a number of factors that might appear to affect the independence of some of the Non-Executive Directors, including whether the Non- Executive Director has been an employee of the Group within the last five years; has or had within the last three years, a material business relationship with the Group; receives remuneration from the Group other than a Director’s fee; has close family ties with any of the Group’s advisers, Directors or senior employees; holds cross-directorships or has significant links with other Directors through involvement in other companies or bodies; represents a significant shareholder or has served on the Board for more than nine years from the date of their first election.

The Non-Executive Directors are remunerated by way of consultancy fees set out in agreements between each of them and Congolone Heavy Minerals Limited, a subsidiary undertaking of Kenmare Resources plc. The Non-Executive Directors have been granted share options under the Company Share Option Scheme. Share options were deemed by the Board the most appropriate means to recognise the significant contribution Non-Executive Directors have made to the development of the Group. Mr. C. Carvill, Chairman is the father of Mr. M. Carvill, Managing Director. Mr. C. Carvill, Mr. I. Egan and Mr. S. Farrell have served on the Board for more than nine years from the date of their first election.

In each of the cases detailed above, the Board considered the independence of the relevant Non-Executive Director and concluded that independence was not compromised as they discharged their duties in a proper and consistently independent manner and constructively challenge the Executive Directors and the Board.

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