Corporate Governance

Corporate Social Responsibility

Paternoster Resources plc operates responsibility in all aspects of its business. The increased interest in CSR (Corporate Social Responsibility) has encouraged us to introduce a formal structure, where appropriate, within the business. The Board takes account of the impact of CSR on the company and takes a collective responsibility for all risks and opportunities.

Compliance

The Company complies with the provisions of the Code of Best Practice set out in Section 1 of the Combined Code (1998) except for the following:

Provisions D.3.1 and D.3.2

The Combined Code (1998) requires that the Board should establish an Audit Committee of at least three Directors, all Non-Executive, with written terms of reference.The Company does not have an Audit Committee. Given the small number of Board members, the Directors do not believe any meaningful purpose would be served by establishing such a committee. The Board as a whole undertakes those aspects of Corporate Governance which would be within the remit of an Audit Committee.

Application of Principles

The Company has applied the principles of good governance contained in the Combined Code (1998) appended to the Listing Rules of UK Listing Authority.

Paternoster Resources plc is subject to the City Code on Takeovers and Mergers.

Directors

The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets quarterly and has a schedule of matters specifically reserved to it for decision. Management supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. Training is available for new Directors and other Directors as necessary.

The Board consists of two Non-Executive Directors, who bring a breadth of experience and knowledge, are independent of management and any business or other relationship which could interfere with the exercise of their independent judgement.

All Directors are subject to re-election every three years and, on appointment, at the first AGM after appointment.

There is no separate nomination committee, given the size of the Board. All Director appointments are approved by the Board as a whole.

Communications with shareholders

Communications with shareholders are given a high priority. In addition to the publication of an annual report and an interim report, there is regular dialogue with shareholders and analysts. The Annual General Meeting is viewed as a forum for communicating with shareholders, particularly private investors. Shareholders may question the Chairman and other members of the Board at the Annual General Meeting. All published information for shareholders is also available on the company website, including annual and interim reports, circulars, announcements and significant shareholdings.

Accountability and Audit

The Board presents a balanced and understandable assessment of the company's position and prospects in all interim and price sensitive reports to regulators as well as in the information required to be presented by statutory requirements.

Internal control

The Directors acknowledge they are responsible for the Company's systems of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the company failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss.

Auditors

The Board as a whole considers the appointment of external auditors, including their independence, specifically including the nature and scope of non audit services provided.

Internal audit

The Board has considered the need for an internal audit function, but has decided that the size of the Company renders this inappropriate at this time. The Board will continue to review this decision going forward.

Going Concern

After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Remuneration Committee

The Remuneration Committee currently comprises both of the non-executive Directors. The committee is responsible for reviewing and determining the company policy on executive remuneration and the allocation of long term incentives to executives and employees.

Its policy is to ensure that the remuneration of Executive Directors is commensurate with their responsibilities and provides them with sufficient motivation to ensure, so far as possible, their full commitment to perform in the best interests of shareholders. The main elements of Directors remuneration comprise basic salary, certain benefits in kind and share options as detailed below.

The remuneration of the non-executive Directors is determined by the Board.