Board of Directors

Kenmare Resources plc is led by a strong and effective Board of Directors. The Board consists of eight Directors; three Executive Directors and five Non-Executive Directors. Ms. Sofia Bianchi is the Senior Independent Non-Executive Director. The roles of the Non-Executive Chairman and Chief Executive are separate.

Operation of the Board

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

Since 2010, the Board has adopted the practice that all Directors offer themselves for reappointment at the Company’s Annual General Meeting.

Directors 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.

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