Corporate Governance

Diamcor Mining Inc is committed to achieving and maintaining its high level of corporate governance practices, and works with established advisors and legal entities to ensure that its practices and standards are in compliance with all required regulatory regimes.

Board of Directors
Diamcor's current Board of Director's is currently made up of four Directors, and the Company continually evaluates potential additions of new Board Members which can provide added shareholder value and benefit to the Company.  The Board's primary goals are to protect and enhance long-term shareholder value. To fulfill this role, the Board is responsible for the overall corporate governance of the Group including formulating its strategic direction, approving and monitoring capital expenditure, setting remuneration, appointing, removing and creating succession policies for Directors and senior management, establishing goals for management and monitoring the achievement of these goals, and ensuring the integrity of internal control and management information systems. It is also responsible for approving and monitoring financial and other reporting.

Audit Committee
Diamcor's Audit Committee consists of Mr. Dean H. Taylor (CEO), Dr. Stephen Haggerty ( non-Executive Director and Mr. Sheldon B. Nelson (non-Executive Director). The committee makes recommendations to the board regarding the appointment of the auditors for the company. The committee ensures the independence of the auditors and monitors and reviews the level of fees charged by the auditors. The committee reviews the findings of the auditors and ensures management responds through appropriate action. The companies' quarterly and annual financial statements are reviewed by the committee before being released to the board for approval and submission. The committee ensures the effectiveness of the companies' internal control systems and the effectiveness of internal financial controls. The committee ensures the internal audit resources are in place and makes recommendations for change if warranted. The committee reviews and investigates as necessary to ensure a proper audit function within the company.

Compensation Committee
Diamcor's Compensation Committee consists of Mr. Darren Vucurevich CFO and Mr. Sheldon B. Nelson (non-Executive Director). The main responsibilities of the Compensation Committee is to determine on behalf of the Board and shareholders the overall policy for executive compensation; to determine the base salary, benefits, performance-related bonus and any equity participation schemes (including share options) for each of the executive Directors and other senior management of the Group; and to approve all Directors' service contracts. The Committee ensures that a significant proportion of the executive Directors' compensation is directly related to the performance of the Group.

Shareholder Communication
Diamcor's Board of Directors has not established any additional formal continuous disclosure procedures outside of those requirements which are suitably extensive, required, and governed by the various regulatory authorities under which the Company currently operates.

These can include:

• identifying matters that may have a material effect on the price of the Company's securities.
• notifying them to TSX.V
• posting them on the Company's website.
• issuing media releases.

Likewise, all documents that are released publicly, including the full texts of notices of meetings and associated explanatory material, are placed on the Company's website, along with results of such meetings.

The Board encourages full participation of shareholders at shareholders' meetings to ensure a high level of accountability and identification with the companies' strategy and goals. The shareholders are requested to vote on the appointment of Directors and changes to the Company's by-laws (constitution). Copies of the by-laws are available to any shareholder who requests it. The Board ensures that the external auditors attend the Company's Annual General Meeting and other meetings if it is appropriate to do so.