CORPORATE GOVERNANCE

The Board acknowledges the importance of its continuing obligations and ongoing regulatory considerations for a main market company to include the requirements of the UK Listing Authority (UKLA) and the London Stock Exchange's admission and disclosure standards.

Since the Company is listed on the standard segment of the Official List, it is required to comply with listing rules. The Board of Directors includes two Non-Executive Directors and has established an Audit Committee that meets at least twice a year and a Remuneration Committee that meets at least once a year. In addition, the Company has entered into a relationship agreement with its controlling shareholder.

The Board of Directors of AltynGold Plc comprises a Chairman, two Executive Directors and two Non-Executive Directors. The current Directors, together with their biographical details, are set out in the "Board" section. The Directors are responsible for formulating, reviewing and approving the Group's strategy, budgets, major items of capital expenditure and senior personnel appointments.
PROCEDURES
CORPORATE GOVERNANCE
BOARD STRUCTURE
AND ITS COMMITTEES
The Board comprises the Chairman, Chief Executive Officer, an Executive Officer and three other
Non-Executive Directors. The Board meets regularly throughout the year and whenever issues arise that
require the attention of the Board. The Chief Executive Officer conducts Board and shareholder meetings and ensures that all Directors are properly briefed. The Directors are responsible for formulating, reviewing and approving the Company's strategy, budgets (including for major items of capital expenditure) and appointments of senior personnel.

The Directors have access to independent professional advice at the Company's expense and to the Company Secretary. At each Annual General Meeting, one third of the Directors must retire by rotation, whereupon they can offer themselves for re-election if eligible. The Directors have responsibility for the overall corporate governance of the Company and recognise the need for the highest standards of behaviour and accountability.

The Directors are committed to the principles underlying best practice in corporate governance and intend to comply with the principles of the Code to the extent they consider appropriate for a company of a size and nature similar to the Company. The Board has a wide range of experience directly relevant to the Company's business. The structures and procedures of the Company ensure that no individual or group dominates the decision-making. The Company has established an Audit Committee and a Remuneration Committee.
CONTROLING SHAREHOLDERS
INDEPENDENT MANAGEMENT
KANAT ASSAUBAYEV
AIDAR ASSAUBAYEV
SANZHAR ASSAUBAYEV
ASHAR QURESHI
VLADIMIR SHKOLNIK
Chairman
Chief Executive officer
Executive Director
Non-Executive Director
Non-Executive Director
Directors and their responsibilities
THOMAS JOHN GALLAGHER
Non-Executive Director
The Company operates within a competitive environment and its performance depends on the individual contributions of the Directors and employees.

Executive remuneration packages are designed to attract, motivate and retain Directors of the calibre necessary to manage the Company's operations and to reward them for enhancing shareholder value. The performance review of the Chief Executive Officer and the determination of his annual remuneration package is undertaken by the Remuneration Committee.
(a) basic annual salary;
(b) health insurance for the Executive Director and his family;
(c) share options; and
(d) bonuses.

The Remuneration Committee establishes the performance levels required for a bonus to be paid or share options to be exercisable. The Remuneration Committee believes that the award of any bonuses should be tied to the interests of the Company's shareholders. The Chief Executive Officer may participate in share incentive schemes recommended by the Remuneration Committee.
The Remuneration Committee currently which meets as required, is responsible for determining the contract terms, remuneration and other benefits of the Executive Directors.

The remuneration of Non-Executive Directors is determined by the Board within the limits set out in the articles of association. None of the Committee members has any personal financial interest in the matters to be decided (other than as shareholders), potential conflicts of interest arising from criss-Directorships, or any day-to-day involvement in running the business. The Committee has access to professional advice from inside and outside the Company at the Company's expense.
POLICY ON EXECUTIVE DIRECTORS
REMUNERATION COMMITTEE
The Audit Committee`s prime tasks are to review the scope of the external audit, to receive regular reports from the Company's auditor and to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on accounting policies and areas of management judgment and estimation.

The Committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The Committee acts as a forum for discussion of internal control issues and contributes to the Board's review of the effectiveness of the Company's internal control and risk management systems and processes.
The Committee also considers annually the need for an internal audit function. It advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors.

The Committee, which meets formally at least twice a year, provides a forum for reporting by the Company's external auditors. Meetings are also attended, by invitation, by the Company's Chairman, Chief Executive Officer and Chief Financial Officer.
AUDIT COMMITTEE
PAYMENTS TO GOVERNMENT
The Anti-Bribery and Corruption Policy and Procedure ("the Anti-Bribery Policy") forms part of our Ethics Policy and represents a commitment to doing what is right.

The Group expects its employees to demonstrate honesty, integrity and fairness in all aspects of their business dealings and exercise appropriate standards of professionalism and ethical conduct in all their activities.

The Group expects the same approach to doing business from its business partners and suppliers. Pursuant to this, the Group will not tolerate bribery or corruption in any form and has a 'zero tolerance' approach to any breach of this policy.

Application This means that the Group and its employees will never seek, accept or give a bribe, facilitation payment, kickback or other improper payment. It will ensure that it operates with appropriate transparency in our business dealings.
The Company will take appropriate steps to ensure that:
• directly or indirectly, offer, promise, give, accept or demand a bribe or other undue advantage (including excessive gifts and hospitality) in order to obtain or retain business, or gain any other improper advantage.

• not offer, nor give in to demands, to make illicit or illegal payments to agents, public officials (at whatever level), or the employees of business partners or
anybody else that we do business with.

• engage and remunerate agents and other third parties only for legitimate services and adopt appropriate transparency in our approach.

• promote employee awareness of, and compliance with, company policies against bribery and corruption through appropriate dissemination of our own
procedures (including disciplinary procedures) policies and training programmes on induction and subsequently.

• adopt management control systems that discourage bribery and corruption, and adopt financial and tax accounting and auditing practices that prevent the
establishment of "off the books" secret accounts or the creation of documents which do not properly and fairly record the transactions to which they relate.

• make illegal or inappropriate contributions to candidates for public office or to political parties or to other political organisations.

• raise awareness of the need to combat bribery and corruption with our business partners by publication of this Policy and (where appropriate) relevant
contractual provisions and support initiatives designed to reduce the risk of bribery and corruption.
THE ANTI-BRIBERY AND CORRUPTION POLICY