Corporate Governance

Corporate Governance and Incoming Committee Charter

The Corporate Governance and Nominating Committee (the "Committee") of the Board of Directors of Goldrich Mining Company will establish: membership criteria for the Board of Directors (the "Board"); assist the Board by identifying individuals qualified to become Board members; recommend to the Board matters of corporate governance; facilitate the annual review of the performance of the Board and its committees; and periodically review other matters relating to the governance of the Company.

Membership- Qualification, Election and Removal

The Committee shall consist of three or more directors each of whom shall be independent in accordance with the criteria set forth in the Corporate Governance Guidelines. The Chairman and the members of the Committee shall be designated annually by the Board of Directors at its organizational meeting and members may be removed by the Board in its discretion. The Committee may invite to its meetings any member of management, including the Chief Executive Officer, and such other persons as it deems appropriate in order to carry out its duties and responsibilities.

Purpose and Responsibilities

The Committee's purpose and responsibilities include the following:

1. Review, advise, and make recommendations to the Board with respect to:

(a) the general responsibilities and functions of the Board and its members;

(b) the organization, structure, size and composition of the Board;

(c) operations and procedures for Board meetings;

(d) organization and responsibilities of appropriate committees of the Board and of Board appointed committees; and

(e) recommendations of the Committee and its outside consultant concerning compensation and benefits of directors for service on the Board and its committees.

2. Identify qualified individuals and recommend to the Board such nominees to fill vacancies on the Board and nominees to be proposed by the Board as candidates for election as directors at the next Annual Meeting of Shareholders. The Committee will consider the names and qualifications of any candidates for the Board submitted by shareholders in accordance with the procedures set forth in the Company's by-laws as required by law or regulation.

Corporate Governance

  1. Review the Company's Corporate Governance Guidelines at least annually, and recommend any proposed changes to the Board for approval.
  2. Develop and recommend to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the company and a director for purposes of determining director independence.
  3. Review and approve or ratify any transaction between the Company and any related person, which is required to be disclosed under the rules of the Securities and Exchange Commission.
  4. Review and recommend to the Board proposed changes to the Company's Certificate of Incorporation and Bylaws.
  5. Review shareholder proposals relating to corporate governance and other matters and recommend to the Board the Company's response to such proposals.

Meetings and Charter

The Committee meets in conjunction with the regular Board meetings and otherwise from time to time at the call of its Chairman. The Committee meets in executive session as it deems necessary or appropriate. The results of Committee meetings shall be reported to the full Board. Matters discussed in executive session may be reported to the Board at the Chairman's discretion. A majority of the members of the Committee shall constitute a quorum. The Committee shall act only on the affirmative vote of at least two of the members. The Committee shall review and reassess the adequacy of its charter on an annual basis and recommend any proposed changes to the Board for approval. The Committee shall post its charter on the Company's Web site and make available copies in printed form.

Audit Committee Charter

(Adopted by the Board of Directors on October 11, 2003)

I. Organization

The Board of Directors of Goldrich Mining Company (the "Company") has adopted the following Audit Committee Charter establishing the authority and responsibility of the Audit Committee of the Company. The Committee shall consist of not less than three disinterested directors who are free of any relationship to the company that would interfere with their independence from management of the Company; these members will be selected and approved by the Board annually. The Board shall appoint one of the members of the Committee as Chairperson.

II. Statement of Policy

The primary function of the Audit Committee is to assist the Directors in fulfilling their oversight responsibilities of reviewing (1) the financial information which will be provided to the shareholders and others; (2) the effectiveness of management's system of internal controls; and (3) the audit process. Each member of the Audit Committee, in the performance of such member's duties, shall be entitled to rely on information, opinions, reports or statements prepared or presented by Company officers or employees, or committees of the Board of Directors or by any other person as to matters the member reasonably believes are within such other person's professional or expert competence. In addition, the Audit Committee will maintain free and open communication with the Board, the independent certified public accountants selected to perform audit and accounting services for the Company (the "Accountants"), and the financial management of the Company.

III. Member Qualifications and Independence

Certain relationships between directors and the Company and its affiliates may interfere with the exercise of their independence from management and the Company. An independent director is a director who meets the independency requirements of the NASDAQ Stock Market, Inc. 

The Committee members shall promptly inform the Board of any fact or circumstance that will impair their independence.

All members must be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement, and cash flow statements. At least one director must have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background, including a current or past position as a chief executive or financial or other senior officer with financial oversight responsibilities.

IV. Responsibility

A. Oversight of the Audit Process:

The Accountants, in the performance of their services to the Company, are ultimately responsible to the Board of Directors. The Committee will review the audit plan for the annual audit of the financial statements, including scope, fees, and qualifications, and, when appropriate, make recommendations to the Board as to the selection, evaluation, or replacement of the Accountants. The Committee also will review the written disclosure of any relationships between the Company and the Accountants, which could affect the Accountants' independence. Primary responsibilities of the Committee will be to review the audited financial statements, to participate in the required communication to the Committee, to assess internal controls, and to consider the recommendations to management as presented by the Accountants. The Committee will hold an exclusive session with the Accountants, generally in conjunction with the review of the audited financial statements, to facilitate free and open discussion between the two parties.

B. Oversight of the Effectiveness of Management's System of Internal Controls.

The Committee shall monitor the effectiveness of management's system of internal controls. The Chairman of the Committee shall report to the Board in summary the content of the Committee meetings. The Committee also will investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose if, in its judgment, it is appropriate to do so.

V. Record Keeping Requirements

Minutes of the Committee meetings will be retained permanently in the Corporate Office. All materials presented to the Committee will be retained in the Office of the President.

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