These Guidelines have been adopted by the Board of Directors (the Board) of Athi River Mining Limited as a statement of general principles and policies regarding Governance matters. The Guidelines are intended to assist the Board in fulfilling its responsibilities and together with the Company’s article and Memorandum of Association and the charters of the Board Committees to provide a framework for governance of the company.

1.00 BOARD RESPONSIBILITIES AND COMPOSITION

1.1 Role of the Board
The Board of Directors is responsible for overseeing the Management of the Company in the interest and for the benefit of the Company's shareholders. In discharging this responsibility, the Board, directly or through committees acting pursuant to authority delegated by the Board:

a) Appoints, evaluates the performance of and approves the compensation of the Chief Executive Officer and other Executive Officers;

b) Plans for succession with respect to the position of Chief Executive Officer and monitors Management's succession planning for other senior Executives;

c) Reviews and, where appropriate, approves the Company's major financial objectives and strategic and operating plans and actions;

d) Oversees the conduct of the Company's business to evaluate whether the business is being properly managed; and

e) Oversees the processes for maintaining the integrity of the Company's financial statements and other public disclosures and compliance with law and ethics.

The Board of Directors has delegated to the Chief Executive Officer, working with the other Executive Officers of the Company, the authority and responsibility for managing the business of the Company on day to day basis.

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