The Board of Directors (the "Board") of Ardea Resources Limited ("Ardea Resources" or the "Company") believes strongly that good governance is important to the Company's long-term success and the protection of the interests of our shareholders and our many other stakeholders. The Board has adopted the following guidelines to create a framework for the effective governance of Ardea Resources. The Board intends that this framework be flexible, subject to all applicable laws and regulatory requirements and may be modified in the future, based on experience. The Board is responsible for the stewardship of Ardea Resources and for supervising the management of the business and the affairs of the Company. The Board is the ultimate decision-making body of Ardea Resources, except with respect to those matters that require shareholder approval. The Board has the power to delegate its authority and duties to committees of the board (a "Committee") and to senior management, as it deems appropriate. At all times, the Board will retain its oversight function and ultimate responsibility for matters that the Board may Delegate to a Committee.