Corporate Governance

SULA IRON & GOLD PLC has an experienced Board of Directors including committed Non-Executive Directors.

The Directors intend to take account of the requirements of the Corporate Governance Code for Small and Mid-Size Quoted Companies of the Quoted Companies Alliance to the extent that they consider it appropriate and having regard to the Company’s size, board structure, stage of development and resources.

The Company’s board includes directors from a range of industries including the engineering, accounting and finance, and the natural resources sectors.

The role of the Board, inter alia, is to provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risks to be managed and assessed, set the Company’s strategic aims and ensure that the necessary financial and human resources are in place for the Company to meet its objectives and set the Company’s values and standards. The Directors are responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure.

The Company has three executive directors, the Chief Executive Officer, Roger Murphy, the Chief Operating Officer, Nick Warrell and the part- time Finance Director, Matt Wood. In addition, the Company has two non-executive directors, Howard Baker, who acts as non-executive technical director, and Iain Macpherson. Howard Baker is considered by the Board to be independent.

The Company holds regular board meetings. Prior to each board meeting, directors are sent an agenda and Board papers as appropriate for matters to be discussed. Additional information is provided when requested by the Board or individual directors. Corporate Governance issues are discussed at these board meetings. All directors have access to independent professional advice, if required.

The Directors have established an audit committee and a remuneration committee each with formally delegated rules and responsibilities. Each of these committees meets as and when appropriate and at least twice each year. The Company does not consider it necessary at the current time to have a nominations committee and the Board as a whole is responsible for board and senior management nominations. The merits of constituting a separate nominations committee will be kept under review.

Audit Committee

The Audit Committee is comprised of Matt Wood, Iain Macpherson and Howard Baker and is chaired by Matt Wood. The Audit Committee, inter alia, determines and examines matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Group.

Remuneration Committee

The Remuneration Committee is comprised of all directors. The Remuneration Committee reviews and makes recommendations in respect of executive directors’ remuneration and benefits packages, including share options and warrants and the terms of appointment.

Directors Share Dealing Code

The Company has adopted, and will operate where applicable, a share dealing code for Directors and applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.

Takeover Code

The Company is subject to the UK City Code on Takeovers and Mergers. The Takeover Code applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.