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CORPORATE

Corporate Governance

The Board of Medusa Mining Limited ("Medusa" or the "Company") is responsible for the creation and protection of shareholder wealth and has established a corporate governance structure, that incorporates comprehensive systems of control and accountability as the basis for the proper administration of corporate governance.

The Company endorses the Australian Stock Exchange Corporate Governance Council's ("Council's") Principles of Good Corporate Governance and Best Practices Recommendations ("Recommendations") published in March 2003. Unless otherwise stated, Medusa has in place corporate governance practices, which comply with the Council's Recommendation.

At Medusa, the Board maintains and ensures that management maintains, the highest level of corporate ethics and as such, the various policies, charters and codes, located within the Corporate Governance section of this website will be reviewed and updated (if considered necessary) on a regular basis.

The following policies, charters and codes were adopted by the Board on 14 March 2006

• Board Charter;

• Code of Conduct;

• Continuous Disclosure Policy;

• Risk Management Policy;

• Audit Committee Charter;

• Remuneration Committee Charter;

• Nomination Committee Charter;

• Share Trading Policy; and

• Shareholder Communications Policy.

Code of Conduct

The Code of Conduct which must be observed by all Directors, employees, consultants and any other person when they represent Medusa, governs the commercial aspects of Medusa's business activities.

Continuous Disclosure Policy

This is a formal policy designed to ensure compliance by all employees of Medusa within the relevant provisions of the Corporations Act and ASX Listing Rules.

Committee Charters

• Audit Committee Charter

The Audit Committee Charter is designed to assist the Board in fulfilling its corporate governance responsibilities in respect to legal and regulatory obligations, establishment and maintenance of internal control, reliability and integrity of financial information and audit, accounting and financial obligations.

The Audit Committee was established on 17 November 2009 and comprises non executive directors as follows:

• Mr Andrew Boon San Teo - Chairman

• Dr Robert Weinberg

• Mr Peter Rhys Jones

• Remuneration Committee Charter

The Remuneration Committee Charter is designed to assist the Board in fulfilling its corporate governanace responsibilities with respect to remuneration.

The Remuneration Committee was established on 18 November 2009 and comprises non executive directors as follows:

• Andrew Boon San Teo - Chairman

• Dr Robert Weinberg

• Mr Peter Rhys Jones

• Nomination Committee Charter

The Board believes the Economic Entity is not of a size to justify the establishment of a Nomination Committee.

Notwithstanding its reasons for not establishing a Nomination Committee, the Board resolved that it would be nevertheless beneficial to adopt and implement a formal Charter that clearly sets out the role and responsibilities, composition, structure and membership requirements of the Committee.

All matters which might properly be dealt with by a Nomination Committee are considered at full Board of Directors meetings.

Shareholder Communications Policy

This policy designed to promote effective communication with shareholders and encourage effective participation at General Meetings.

Other Information

Additional Corporate Governance related material is available in the following sections of Medusa's website:

Newsroom:

• ASX announcements;

ASX Reports

• Quarterly, Half-Yearly and Annual Reports.

Corporate:

• Shareholder Information;

• Notice of General Meetings.

Implementation of Policies

The Company is not of sufficient scale or size to implement all policies through formal meetings and to report on the results of the implementation of the policies by written reports.