Corporate Governance

The Board of Directors and management of Nevsun believe that good corporate governance practices are fundamental to the effective operation of the Company. It also provides shareholders with the confidence that the Company is properly managing its resources and their investment. The Board of Directors has overall responsibility for the conduct of the business and affairs of the Company. It discharges this responsibility both directly and by the delegation of certain authority to committees of the Board and senior management of the Company through oversight and direction, and ensuring compliance with securities laws and stock exchange policies.

At Nevsun, we believe in maintaining high ethical standards in our operations. The Board of Directors has adopted corporate governance guidelines to promote this standard and for managing the Company's affairs:

The Board Charter describes the duties and responsibilities of the Board of Directors for the overall stewardship, conduct of business and activities of management;

The Audit Committee Charter describes the duties and responsibilities of the Audit Committee which assists the Board in fulfilling its oversight responsibilities with respect to accounting and financial reporting processes and controls, and compliance with legal and regulatory requirements;

Nevsun's Code of Ethics defines the conduct of its representatives, is applicable to all directors, officers and employees of the Company, and aims to further the Company's fundamental principles of honesty, loyalty, fairness and forthrightness; and

A Whistleblower Policy has been established by the Audit Committee to facilitate the receipt, retention and treatment of complaints received by the Company regarding its accounting, internal accounting controls, auditing matters, or violations of the Code of Ethics.

Readers requiring further information about the Company's governance practices are directed to Nevsun's SEDAR filings at www.sedar.com.. The Board Charter, Audit Committee Charter, Code of Ethics, and Whistleblower Policy are available on our website.