Board of Directors

The Board of Directors of Carpathian Gold Inc. (the “Corporation”) facilitates its exercise of independent supervision over management by endeavouring to ensure it is composed of a majority of directors who are considered to be “independent”, as such term is defined in Multilateral Instrument 52-110 – Audit Committees. The Board of Directors (the “Board”), at present, is composed of seven directors, five of which, Messrs. Carvalho, Danziger, Hick, Mars, and Lehner, who is the Chairman of the Board, are considered to be independent. Mr. Dino Titaro, as President and Chief Executive Officer of the Corporation, and Mr. Charette, as Executive Vice President – Corporate, are not considered independent. In determining whether a director is independent, the Board considers, for example, whether the director has a relationship, which could, or could be perceived to, interfere with the director’s ability to objectively assess the performance of management.

The independent members of the Board hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance.

Board Responsibilities

The Board is responsible for the stewardship of the Corporation through the appropriate supervision of the business and management of the Corporation and is committed to adhering to the highest standards in its corporate practices. This mandate is accomplished directly and through the Audit Committee, the Corporate Governance and Nominating Committee, the Human Resources and Compensation Committee and the Environmental Health and Safety Committee. The Board believes that governance guidelines will continue to evolve to address all applicable regulatory and stock exchange requirements relating to corporate governance and will be modified and updated as circumstances warrant.

The key responsibilities of the Board and its Committees are discharged in the following manner:

• the assignment to committees of directors of the Corporation the general responsibility for developing the Corporation’s approach to:

(i)     financial reporting and internal controls;

(ii)    issues relating to compensation of directors, officers and employees; and

(iii)   corporate governance issues and matters relating to nomination of directors;

• the formation of committees of the Board when it is deemed appropriate by the Board to deal with specific issues that arise;
  
  
• with the assistance of the Corporate Governance and Nominating Committee:

• developing the Corporation’s approach to corporate governance, including developing a set of corporate governance principles and guidelines specific to the Corporation;
  
  
• reviewing the composition of the Board and ensuring it meets its independence criteria;
  
  
• to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer and other senior officers and that such officers create a culture of integrity throughout the Corporation;
  
  
• assessing at least annually, the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors, including, considering the appropriate size of the Board;
  
  
• ensuring that an appropriate review and selection process for new nominees to the Board is in place;
  
  
• ensuring that an appropriate orientation and education program for new members of the Board is in place;
  
  
• approving disclosure and securities compliance policies, including communications policies of the Corporation; and
  
  
• reviewing and approving the formal charters of the committees of the Board.

• with the assistance of the Audit Committee:

• ensuring the integrity of the Corporation’s internal controls and management information systems;
  
  
• ensuring the Corporation’s ethical behaviour and compliance with laws and regulations, audit and accounting principles and the Corporation’s own governing documents;
  
  
• identifying the principal risks of the Corporation’s business and ensuring that appropriate systems are in place to manage these risks, including, without limitation, implementing currency and metals hedging programs, as deemed appropriate;
  
  
• reviewing and approving significant operational and financial matters and providing direction to management on these matters;
  
  
• approving annual and interim financial statements of the Corporation together with the annual management’s discussion and analysis, unless such approval is specifically delegated to the Audit Committee of the Board; and
  
  
• as required and agreed upon, providing assistance to shareholders concerning the integrity of the Corporation’s reported financial performance.

• with the assistance of the Human Resources and Compensation Committee:

• establishing appropriate performance criteria for the senior management of the Corporation, and approving the compensation of the senior management and the directors.

• with the assistance of the Chief Executive Officer, monitoring and reviewing feedback provided by the Corporation’s shareholders.
  
  
• succession planning including selecting, appointing, training,monitoring, evaluating and, if necessary, replacing senior management to ensure management succession.
  
  
• adopting a strategic planning process and approving, at least annually, a strategic plan that takes into account business opportunities and business risks identified by the Board and/or a committee of the Board and monitoring performance against such plans.
  
  
• reviewing and approving corporate objectives and goals applicable to the Corporation’s senior management and monitoring realization of those objectives.
  
  
• reviewing with senior management: