Corporate Governance

Due to the size and nature of the Company, it does not currently comply with the provisions of the Combined Code.  However, the Directors recognise the importance of sound corporate governance and intend, where practicable for a company of North River’s size and nature, to comply with the main provisions of the Combined Code.

The Board has established an Audit Committee, Remuneration Committee and a Nominations Committee with formally delegated duties and responsibilities.  On Readmission, Mark Hohnen, Glyn Tonge and David Steinepreis will be the initial members of the Audit Committee, with Mark Hohnen as chairman.  Mark Hohnen and Glyn Tonge will be the initial members of the Remuneration Committee, with Mark Hohnen as chairman. Mark Hohnen and Glyn Tonge will be the initial members of the Nominations Committee, with Glyn Tonge as chairman.

The Audit Committee will receive and review reports from management and the Company’s auditors relating to annual and interim accounts and the accounting and internal controls in place throughout the Enlarged Group.  It will meet at least twice a year and will have unrestricted access to the Enlarged Group’s auditors.  The Remuneration Committee will set the terms and amount of the remuneration payable to Directors and members of the Company’s management.  It will be empowered to obtain advice from external consultants on appropriate levels of compensation.  In addition, it will administer the Company’s share option arrangements.

The Nominations Committee will regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes.  In addition, it will give full consideration to succession planning for Directors and other senior executives, and be responsible for identifying, evaluating and nominating Board candidates.  It will also review annually the time required from non-executive directors.

The Board has also formed a committee, comprising of David Steinepreis and Martin French, with effect from Readmission, to deal with decisions relating to Kalahari and its subsidiaries, including Kalahari Gold and Kalahari Diamonds, in order to avoid potential conflicts of interest.

The Company has adopted a share dealing code in order to ensure compliance with Rule 21 of the AIM Rules on a similar basis to that set out in the “Model Code” annexed to the Listing Rules.

The Company has also adopted an AIM Compliance Code in order to ensure compliance with the AIM Rules generally.