Corporate Governance Statement

This statement outlines the main Corporate Governance practices that were in place throughout the financial year, unless otherwise stated.

The Company's Board of Directors is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against the objectives of its corporate governance process listed below. The objectives of the corporate governance processes are to:

• maintain and increase shareholder value;
• ensure a prudential and ethical basis for the Company’s conduct and activities; and
• ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these objectives, the Board assumes the following responsibilities:

• developing initiatives for the augmentation, exploration and development of the Company's assets;
• reviewing the corporate, commercial and financial performance of the Company on a regular basis;
• acting on behalf of, and being accountable to, the shareholders; and
• identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

Beyond the matters identified above, the Board has delegated authority to achieve the Company's objectives and management of the Company's business activities to the Managing Director. The Managing Director is free to make all decisions which, in the Managing Director's judgement are reasonable having given regard to the limits imposed by the Board. The Managing Director reports regularly in both a formal and ad hoc basis on the progress and performance of the business. The Board monitors the performance of the Board through its regular Board meetings and its committees, in particular the annual meeting of the Remuneration Committee following finalisation of the Company's annual report.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors' participation in the Board discussions on a fully informed basis.

Directors, officers and employees are permitted to trade in the Company's securities only in accordance with the provisions of the Corporations Act and ASX Listing Rules. The Directors are under an obligation to report any dealings by them in the Company's securities and have signed an agreement to this effect.

1. Tembang Project

Tembang is an abandoned mine with a recent exploration history dating back to the 1980s. The Company hold various rights to an area of about 800 km2 over and around the old mine-site, and these are host to known partially-explored epithermal gold-silver and copper-gold porphyry systems and reflect extensions of the historically important goldfields of Bengkulu.

Tembang is a large low-sulphidation epithermal deposit comprising gold-silver bearing quartz sulphide veins hosted by Tertiary volcanics. Two vein styles are present a relatively wide and continuous vein set surrounded by irregular narrower veins that occur in both the footwall and hanging-wall providing a "halo" of mineralisation peripheral to the main veins.

The historic mine commenced production under a previous operator in late 1997 and ceased production in March 2000 due to a declining gold price. The prior operator mined only the main veins and discarded the lower grade halo mineralisation.

The January 2009 Mineral Resource estimate to JORC reporting standards by Snowden Mining Industry Consultants is summarised below:

Note: Rounding errors may occur. The cut-off grade for Tembang Gold Project is 0.5g/t Au for the vein mineralisation and 0.35g/t Au for the Halo mineralisation

Tembang is the most advanced of the Company's Projects with Snowden Mining Industry Consultants completing a Pre-Feasibility Study (PFS) in early 2009.

The PFS revealed that simple beneficiation of the halo mineralisation, representing approximately half the Tembang, is conceptually feasible and offers economies of scale from larger processing rates. Throughputs of up to 2.5 Mtpa were considered which forecast an average 120,000 ounces of gold would be produced annually for approximately eight years.

2. Lebong Project

 The Lebong area hosts multiple examples of low-sulphidation epithermal gold-silver deposits, and represents a mining district which was a centre of sophisticated activity during the Dutch era but which was terminated by the outbreak of the Second World War.

The Lebong Project, which includes two under-explored mines districts (Donok and Tembang Sawah), lies approximately sixty kilometres to the west of Tembang within a large Dutch mining district within the 2,500 km2 Bengkulu SIPP.

The Company has conducted work on two of the former underground gold-silver mines within the district, Donok which produced.1.34 million ounces of gold and 7.4 million ounces of silver at a grade of 12.8 g/t gold, 70.5 g/t silver and Tambang Sawah eight kilometres to the north. Sumatra's objective is to identify and develop resources potentially amenable to open-pit mining in the vicinity of the old mines.

The Dutch mined the deposit underground to a cut-off grade of approximately 7g/t gold. Mining was restricted to 300 metres of strike where grade was highest, which ceased in about 1939. At cessation, level plans show average grades of 7.6 g/t gold still being recovered from Levels 11 and 12. Several types of veining are present, but historical production was from a single wide structure in the hanging wall to the Donok intrusive. Mineralisation is thought to extend over 1.6 kilometres of strike and to locally continue to surface.

4,108 metres of drilling in 25 holes in the vicinity of the Donok vein and its along-strike extensions has already been completed. A mineral resource has been estimated that is open in all directions. The wide drill spacing plus uncertainty as to the extent of the Dutch stoping means the resource is classified as Inferred. The estimated mineral resource for Lebong as of February 2009 is as follows:

Notes
Lebong resource quoted above a 0.35g/t Au cut-off
AuE = Au: Ag ratio of 1:75 with 100% recoveries assumed
51% of Lebong inferred resource extrapolated

The Dutch mine data allowed the construction of a 3D geological model which the Company's drilling to date has demonstrated to be accurate and reliable. The model identifies a second dacite body (Boenoet dacite) at depth which does not come to surface. A 1.3km long Dutch exploration drive on the penultimate level (Level 11) intersected and investigated breccias proximal to this Boenoet dacite which are understood to be similar to mineralised breccias proximal to the Donok dacite. Assuming the mineralisation style is similar, these breccias represent a substantial exploration target.

Warwick George Morris BSc (Hons), MSc, MAusIMM 
Non-Executive Chairman

Warwick Morris is an Australian national who was appointed to the Board of Sumatra Copper & Gold as a non executive Director in March 2008. Mr Morris graduated from Sydney University with a degree in Geology and a Master of Science in Geochemistry Research. He is a member of the Australian Institute of Mining and Metallurgy and has more than 30 years experience in the resources industry.

Mr Morris has most recently served as an executive director of Macquarie Bank Ltd, where he has been both Chairman of the Metals and Energy Capital Division and head of Metals and Mining. Mr Morris has also held a directorship with Wine Planet Holdings Ltd, and was manager of the Mining Division of Minproc Engineers.

Jocelyn Severyn de Warrenne Waller MA (Hons) (Cantab)
Managing Director

Jocelyn Waller is a British national and co-founder who was appointed to the Board of Sumatra Copper & Gold in April 2006. Mr Waller graduated from Churchill College, Cambridge with a Master of Arts in History and has since spent his entire career in the mining industry.

His most recent listed company experience was as CEO (until 2005) of Trans Siberian Gold plc, an AIM-listed Russian gold mining business which Mr Waller established in 2000. He currently also serves as a non-executive director of RusAnt Ltd, an unlisted company that is developing an antimony mining project in Siberia.

Until 1988 he worked for Charter Consolidated plc and had assignments in Malaysia, Thailand, the Congo, UK and Portugal. From 1989 to 2000 he was chief executive of Avocet Mining and was responsible for bringing Avocet’s flagship mine, Pengon in Malaysia, into production.

Alan Robert Flint BSc (Hons), ARSM, Exec MBA, MAusIMM
Director of Exploration

Alan Flint is a British national and co-founder who was appointed as Managing Director of Sumatra Copper & Gold in April 2006. Mr Flint graduated from the Royal School of Mines with Honours, the J.L. Kellogg Graduate School of Management and the Wharton School where he received his Executive Master of Business Administration.

Mr Flint has 30 years of experience in the industry and has worked in North and South America, Western Europe and Asia including Indonesia. This employment has included production as well as management positions in exploration, and has been predominantly with the majors including 15 years with Newmont Mining Corporation. Mr Flint lives in Asia and spends more than half his time in Indonesia.

Lord Daresbury MA (Hons) (Cantab)
Non-Executive Director

Peter Daresbury is a British national who was appointed as a non-executive Director of Sumatra Copper & Gold in July 2007. Peter Daresbury graduated from Cambridge University with a Master of Arts (Hons) in History, and later graduated from the London Business School following an executive management program.

Peter Daresbury has served as a CEO and Director on multiple publicly listed companies in the past. His recent mining sector experience includes being executive and non-executive Chairman of Highland Gold Mining and KazakhGold Group respectively. Current directorships include non-executive director of Mallett plc and nonexecutive Chairman of Nasstar plc and of Aintree Racecourse Company Limited.

Dr Michael Allan Price CEng, FEANI, BSc, Phd (Mining Engineering)
Non-Executive Director

Michael Price is a British national who was appointed as a non-executive Director of Sumatra Copper & Gold in July 2007. Dr Pricequalified with a PhD from the University of Cardiff and has over 30 years of mining and mining finance experience.

Dr Price gained financial institution experience at Rothschild, Societe Generale and Barclays Capital. He is currently a consultant and advisor to Resource Capital Funds, a resource-focused private equity fund.

Additionally, Dr Price has extensive Board experience having been a non-executive director of Monterrico Metals plc, Crew Gold Corp. and Tertiary Minerals.

Richard James Edwards BComm, CPA, A Fin
CFO and Company Secretary

Richard Edwards graduated with a Bachelor of Commerce degree from the University of New South Wales and is a member of CPA Australia and the Securities Institute of Australia.

Following eight years as an owner/manager of his own business, Mr Edwards has worked for the past seven years providing financial reporting and company secretarial services to a range of publicly listed companies in the mining, health care and leisure industries.  He is currently CFO and Company Secretary of ASX Listed Callabonna Uranium Limited.

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