Mano River Resources Inc. is an exploration and development stage company engaged in the acquisition, exploration and development of gold, diamond and iron ore properties. The Company, through its subsidiaries, holds interests in mineral properties located in Liberia, Sierra Leone and Guinea, with the aim of developing them to a stage where they can be exploited economically or arranging joint ventures whereby other companies provide funding and expertise for development and exploitation.

The Board of Directors of the Company (the "Board") currently consists of six directors, David Barry Evans, Executive Chairman of the Company, Luis da Silva, President and Chief Executive Officer, Bevan Metcalf, Chief Financial Officer, Malcolm Burne, Tom G. Elder and Guido E. M. Pas as Non-Executive Directors. Rod McKeen is Company Secretary.

NI 58-101 distinguishes independent and non-independent directors. For the purposes of NI 58-101, Messrs. Evans and da Silva do not qualify as independent directors as they are executive officers or consultants of the Company. Messrs. Burne, Pas, and Elder are independent directors pursuant to NI 58-101.

The board of directors (the "Board") is responsible for the conduct of the Company's affairs. The Board is responsible for reviewing and approving the Company's operating plans and budgets as presented by management. The Board is responsible for identifying the principal risks of the Company's business and for ensuring these risks are effectively monitored and mitigated to the extent practicable. Succession planning, including the recruitment, supervision, compensation, and performance assessment of the Company's senior management personnel also falls within the ambit of the Board's responsibilities. The Board is responsible for ensuring effective communications by the Company with its shareholders and the public and for ensuring that the Company adheres to all regulatory requirements with respect to the timeliness and content of its disclosure. In keeping with its overall responsibility for the stewardship of the financial affairs of the Company, the Board created an Audit Committee, which is responsible for the integrity of the Company's internal control and management information systems.

The CEO and the Board have not, to date, developed formal, documented position descriptions for the CEO and the Board defining the limits of management's responsibilities. The Board is currently of the view that the respective corporate governance roles of the Board and management are clear and that the limits to management's responsibility and authority are reasonably well-defined.

The Board is responsible for approving operating plans recommended by management. Board consideration and approval is also required for all material contracts and business transactions and all debt and equity financing proposals.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company's business in the ordinary course, managing the Company's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements.

The Board believes the Company is well served and the independence of the Board from management is not compromised by the fact that the Chairman, David B. Evans, is an executive of the Company. The Board does not have, and does not consider it necessary under the circumstances to have, any other formal structures or procedures in place to ensure that the Board can function independently of management. The Board believes that its current composition is sufficient to ensure that the Board can function independently of management.

In the event of a conflict of interest at a meeting of the Board, the conflicted director will in accordance with corporate law and in accordance with his fiduciary obligations as a director of the Company, disclose the nature and extent of his interest to the meeting and abstain from voting on or against the approval of such participation.

Ethical Business Conduct

The primary step taken by the Company to encourage and promote a culture of ethical business conduct is to conduct appropriate due diligence on proposed directors, and ensure that proposed directors, along with current directors, are of the highest ethical standards. The Company does not currently have a written code of ethics.

Nomination of Directors

Once a decision has been made to add or replace a director, the task of identifying new candidates falls on the Board and management. Proposals are put forth by the Board and management and considered and discussed. If a candidate looks promising, the Board and management will conduct due diligence on the candidate and if the results are satisfactory, the candidate is invited to join the Board.

Compensation

The CEO's compensation is determined by the Board (excluding the CEO). Directors' compensation is currently determined by the entire Board and in accordance with industry norms.

Other Board Committees

The Company has a Remuneration and Corporate Governance (Communications) Committee and a Finance and Budget Committee however neither committee was active in the last fiscal year.

Assessments

At present, the Board does not have a formal process for assessing whether the Board, its committees and individual directors are performing effectively. The Board is of the view that the Company's shareholders are the most important assessors of Board performance and that they provide the most effective, objective assessment of the Board's performance.

Shareholders are advised that their rights may be different from those of shareholders in a UK incorporated company.