Corporate Governance

The Board of Directors (the “Board”) primary function is to supervise the management of the business and affairs of Roscan Gold Corporation (the “Company”). The Board’s fundamental objectives are to enhance and preserve long-term shareholder value and to ensure the Company conducts business in an ethical and safe manner. In performing its functions, the Board should also consider the legitimate interests its other stakeholders such as employees, customers and communities may have in the Company. In carrying out its stewardship responsibility, the Board, through the Chief Executive Officer, shall set the standards of conduct for the Company.

The Board fulfills its responsibilities directly and indirectly through its Committees at regularly scheduled meetings or as required. At present, the Board committees consist of the Audit Committee and the Compensation Committee with the Board performing the functions of a nominating committee at this stage of the Company’s development.