Corporate Governance

The Board of Directors is accountable to the shareholders for the corporate governance of the Company. African Eagle operates in an effective and efficient way, with integrity and due regard for the interests of shareholders and other stakeholders. African Eagle follows the principles of corporate governance set out in the QCA Guidelines.

Board of Directors

The Board of African Eagle is responsible for the success of the Company. The Board's functions are:

To establish strategic objectives and policies
To oversee all aspects of the finances
To review performance and controls continuously
To manage risk
To decide on key business transactions
To manage the interests of stakeholder groups

The Board currently comprises five members: three executive directors and two non-executive directors. Biographies of the directors appear here. The directors' varied backgrounds and relevant industry experience give African Eagle a good combination of the knowledge and expertise necessary to manage the business effectively. The structure of the Board ensures that no one individual dominates the decision-making process. Directors' respective responsibilities are shown in the table below.

		Board Committees
Director	Title	Executive	Audit	Remuneration	Exploration
Euan Worthington	Chairman		x	x
Mark Parker	Managing Director	x			x
Christopher Davies	Operations Director	x			x
Bevan Metcalf	Finance Director	x
Geoffrey Cooper	Non-Executive Director		x	x

The Board, together with the Executive, Audit, Remuneration and Exploration Committees, deals with all important aspects of the Group's affairs. John Park, retired as Non-executive Chairman and from the Board in October 2009. The Company wishes to thank John for his contribution to the success of the Company over the past eleven years. Euan Worthington, previously deputy chairman, was appointed Non-executive Chairman, following John's retirement. In his capacity as Chairman Euan leads the Board and is responsible for ensuring that effective communication exists between the executive and non-executive directors. The Company Secretary, Bevan Metcalf, is responsible for ensuring all Board procedures are followed and that formal agendas and board papers are sent to the directors in a timely fashion prior to board meetings.

In accordance with the Articles of Association, one third of the directors in office must retire by rotation each year and can stand for re-election by the shareholders at the AGM. At present, the directors do not consider a nominations committee necessary. Recommendations for appointments to the Board are made by the Board as a whole after due evaluation. The non-executive directors, Euan Worthington and Geoffrey Cooper have interests in the ordinary shares of the Company and hold share options. The following committees deal with the Group's affairs and provide experienced and objective advice to the Board.

Executive Committee

The Executive Committee meets bi-monthly and is empowered to take, on behalf of the Board, whatever management action is necessary to further the strategy, business objectives and targets established by the Board and to safeguard the interests of the Company. The Managing Director, Mark Parker, has been delegated executive responsibility for the Company. The other members of this committee are Bevan Metcalf and Christopher Davies.

Audit Committee

The Audit Committee:

Ensures the operation of good financial practices throughout the Group
Ensures that controls are in place to protect the assets and to ensure the integrity of financial information
Reviews the interim and annual financial statements; and
Reviews all aspects of the audit programme and provision of non-audit services by the auditors.

The Finance Director and a representative of the external auditors normally attend meetings of the Audit Committee, which meets at least twice per year. The external auditors have direct access to the members of the committee without the presence of the executive directors, for independent discussions. The committee is chaired by Euan Worthington and the other member is Geoffrey Cooper. The members are non-executives and therefore independent. If issues arise which are deemed outside the areas of expertise of the members, independent expert advice is sought.

Remuneration Committee

The Remuneration Committee normally meets twice per year and is chaired by Geoffrey Cooper. The other member is Euan Worthington.

The main duties of the committee are:

To establish the salaries paid to the executive directors
To consider other benefits granted to the executive directors
To make recommendations in respect of the terms of the service contracts of the executive directors and any proposed changes to those contracts
To oversee the operation of the Company's share option scheme

Being composed of non-executive directors who have no personal interest in the outcome of its decisions, the committee provides some reassurance to the shareholders that the remuneration of the executive directors is fair, but not excessive. Financial packages for executive directors are established by reference to those prevailing in the market place for directors of similar status, skills and qualifications and should be sufficient to attract, retain and motivate directors of the quality required to run the business successfully. The salaries of the executive directors have not been increased in the past two years.

The remuneration of non-executive directors, while subject to similar criteria, is governed mainly by the amount of time each non-executive commits to African Eagle.

Exploration Committee

The Exploration Committee meets at least once a year and comprises the Managing Director, Operations Director and the Group's Country Managers. The committee reviews progress and results on the Group's projects, sets operational priorities, proposes work programmes and budgets for each project and decides which projects (if any) should be dropped. The committee's recommendations are subject to approval by the Executive Committee and the Board.

Internal Controls

The directors are responsible for establishing and maintaining the Group's internal controls and for reviewing their effectiveness. Financial, operational and compliance procedures are designed to safeguard the Group's assets and are regularly reviewed by the Board. The Finance Director visits the overseas operations to review the internal controls and to meet the local auditors to review areas of risk. The internal control system is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. It can only provide reasonable and not absolute assurance against material misstatement or loss. The directors are satisfied that the existing controls are adequate and effective with regard to the size of the Group and the stage of its development.

Communication with Shareholders

The Board recognises that it is accountable to shareholders for the performance and activities of the Group. The Board attaches great importance to maintaining good relations with its shareholders. Market sensitive information is released to all shareholders concurrently in line with stock exchange rules. The Company is listed on the Alternative Investment Market ("AIM") of the London Stock Exchange and on the Alternative Exchange of the Johannesburg Stock Exchange (AltX), and has consented to its shares being traded on the London Plus Market.

The Company uses its website as its default method of publication of statutory documents and communications to shareholders, such as the Annual Report and Accounts. Reducing the number of communications sent by post will not only result in cost savings to the Company but also reduce the impact that the unnecessary printing and distribution of reports has on the environment. Shareholders who consented to website publication will continue to be notified each time that a statutory communication is placed on the website.

African Eagle exhibits at conferences such as Mines and Money in London and Hong Kong, Indaba in South Africa and AMC at Livingstone in Zambia, and presents at investor forums, in order to give shareholders the opportunity to review the Group's progress and to ask questions of the directors.

Financial reports, presentations, news releases, details of the Company's a href="../p/projects.asp">exploration projects and other Company information are all available on the Group's website (www.africaneagle.co.uk).

UK Office & Registered Address : 2nd Floor, 6-7 Queen Street, London, EC4N 1SP, UK,
+44 20 72 48 60 59 Fax +44 20 76 91 77 45 e-mail info@africaneagle.co.uk
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