Corporate Governance

Corporate Governance and Internal Controls

The Directors recognise the importance of sound corporate governance and the guidelines set out in the Principles of Good Corporate Governance and Code of Best Practice (the "Combined Code"). Whilst AIM companies are not obliged to comply with the Combined Code, the Directors comply with the Combined Code so far as is appropriate having regard to the size and nature of Minerva Resources.

The Directors hold regular Board meetings at which financial and other reports are considered and, where appropriate, voted on. Apart from regular meetings, additional meetings are arranged when necessary to review strategy, planning, operational, financial performance, risk and capital expenditure and human resource and environmental management. The Directors are also responsible for monitoring the activities of the executive management.

The Directors have established audit, remuneration and compliance committees with formally delegated duties and responsibilities. The audit committee comprises Roger Clegg and Robert Edwards with Robert Edwards acting as Chairman. The audit committee determines and examines any matters relating to the financial affairs of the Company.

The remuneration committee comprises John Bottomley, Andrew Daley and Roger Clegg with Andrew Daley acting as Chairman. The remuneration committee reviews the performance of the executive Directors and sets their remuneration, determines the payment of bonuses to the executive Directors and considers the Minerva Resources bonus and option schemes.

The compliance committee comprises John Bottomley and Terry Ward with Terry Ward acting as Chairman and operates to ensure that regular contact is maintained between the Company and its nominated adviser so as to enable the nominated adviser to ensure the Company and the Directors continue to understand their obligations under the AIM Rules for Companies and that the nominated adviser is kept up to date with developments at the Company.

The Company has adopted and will continue to operate a share dealing code for Directors and employees in accordance with the AIM Rules for Companies.