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CORPORATE GOVERNANCE
The Directors intend that the Company will comply with the provisions of the Combined Code so far as it is practicable for a company of its size. The Company has appointed five non-executive Directors with relevant sector experience to complement the executive Director and to provide an independent view to the Board.

An audit committee, comprising the non-executive Directors, has been established by the Company to operate from Admission. The audit committee comprises Rob Still and Ashley Dunster (Chairman). The audit committee will meet at least twice each year. The audit committee will be responsible for ensuring the appropriate financial reporting procedures are properly maintained and reported on, and for meeting with the Company’s auditors and reviewing their reports and accounts and the Company’s internal controls.

The Company has in addition established a remuneration committee, comprising  Ashley Dunster (Chairman), William Nairn and Rob Still.  The remuneration committee meets twice during the year.  The remuneration committee will be responsible for reviewing the performance of the executive Directors, setting their remuneration, determining the payment of bonuses, considering the grant options under any share option plan and, in particular, the price per share and the application of the performance standards which may apply to any grant.

The Board has not formed a nominations committee as the full Board presently considers all matter which would normally be dealt with by this committee. The Board will review key business risks regularly, including the financial risks facing the Company in the operation of its business.

The Company will operate a share dealing code for Directors on the basis set out in the Listing Rules.

DIRECTORS’ RESPONSIBILITY STATEMENT
The directors are responsible for the preparation and fair presentation of the consolidated annual financial statements of Pangea DiamondFields plc, comprising the balance sheet 31 December 2008, and the income statement, the statement of changes in equity and cash flow statement for the year then ended, and the notes to the financial statements, which include a summary of significant accounting policies and other explanatory notes, and the directors’ report, in accordance with International Financial Reporting Standards and in the manner required by the Isle of Man Companies Act.

The directors’ responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of these consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. The directors’ responsibility also includes maintaining adequate accounting records and an effective system of risk management as well as the preparation of the supplementary schedules included in these consolidated financial statements.

The directors have carefully considered the difficult market conditions which prevail and have taken steps to mitigate the impact which these may have on the Group’s business activities.  As a consequence and provided conditions do not materially worsen, the directors believe that the Group’s business should be able to remain going concerns in the year ahead.  The directors will continue to monitor the situation closely and respond promptly and accordingly to changes in circumstances.

The external auditor is responsible for reporting on whether the consolidated annual financial statements are fairly presented in accordance with the applicable financial reporting framework.

ENVIRONMENTAL, HEALTH AND SAFETY

Many of the project areas are in stages of exploration where the environmental impact is still minimal. Notwithstanding this, the Group undertakes to use all reasonable endeavours to ensure that it:

• implements an environmental management system which enables effective identification, management and monitoring of any risks and provides a framework for action;

• provides safe and healthy working conditions for its employees and contractors; and

• takes account of the impact of its operations on the local community and seeks to ensure that potentially harmful socioeconomic, occupational and environmental effects are properly assessed, addressed and monitored.

In South Africa and the DRC, the submission of an Environmental Management Plan (“EMP”) is a prerequisite for the granting of a licence, consequently EMPs have, as a matter of course, been compiled and submitted to the relevant government departments in respect of the licences granted. Environmental Impact Assessments (“EIAs”) have also been conducted for all relevant DRC permits. Environmental and social impact assessments will be undertaken on all projects taking into account the size and resources of the projects and the requirements and practical restrictions prevailing in each location.

The Group operates in isolated rural areas in Africa where, in most cases, it is the major stimulus for economic activity in the region. For these operations to be sustainable in the short- and long term, the Group needs to be sensitive to the impact its operations have on both the natural and social environments. To this end, the Group:

• has a policy of rehabilitating areas on an ongoing basis as part of the exploration process; and

• has a policy of engaging and supporting the local communities by, for example, providing assistance to schools in the project area and assisting with medical emergencies.

• Before projects develop into substantial operations, more detailed planning on environmental, health, safety and social impact will be undertaken as part of the various feasibility studies.