Corporate Governance

New Talisman Gold Mines Limited (“Company”) is a New Zealand registered public company listed on both the Australian and New Zealand stock exchanges. It is required to comply with the comprehensive accounting, reporting, continuous disclosure and ethical standards imposed by the terms of its registration and exchange listings. In addition, the Company’s directors understand the increasing expectations of shareholders with respect to management of corporate risk, fair dealing with suppliers and maintenance of positive relationships with all stakeholders.

Meeting these standards and expectations presents New Talisman with significant challenges in terms of compliance costs, maintenance of satisfactory internal controls and successful navigation of the sometimes contradictory requirements of the exchanges.

Directors fully appreciate the strategic significance of maintaining the company’s good standing with all agencies and protecting its reputation with investors. Accordingly, the Company’s directors are committed to the highest standards of Corporate Governance.

An integral part of this commitment is adherence to the Australian exchange’s “Principles of Good Corporate Governance and Best Practice Recommendations” and the New Zealand exchange’s “Corporate Governance Best Practice Code”. Where directors resolve to depart from the Australian Principles or the NZ Code during the course of a year the departure is disclosed in the annual report and the reasons for the departure are set out.

Directors meet monthly by teleconference with occasional face-to-face meetings. These include director performance evaluations, field inspections and special meetings as required. The Board is advised by an Audit and Risk Committee that meet quarterly and is comprised of three non-executive directors. In addition the Board has a Remuneration Committee to advise it on the terms and conditions of executive remuneration and the whole Board carries out the functions of the Nominations Policy to consider the composition of the board. Comprehensive minutes are kept of all Board and Committee meetings, committee membership and directors’ remuneration. Advice of any conflicts is disclosed as a matter of course.

New Talisman Gold Mines Limited has adopted a Corporate Governance Manual which forms the basis of a comprehensive system of control and accountability for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.

The Company complies with the listing rules and guidelines of the of the NZSX and the ASX and to the extent that they are applicable to the Company, the Board has adopted the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.

Board and Sub-Committee Governance

Appointment of Directors

Audit and Financial Risk Committee Charter

Board Charter

Code of Conduct

Constitution

Director Independence

Compliance Procedures