Exhibit 4.31


 


	Dated: 1 March 2015
	 
	DEED OF INDEMNITY
	 
	between
	 
	RANDGOLD RESOURCES LIMITED
	 
	and
	 
	SAFIATOU BA-N’DAW
	 
	 
	 
	 


 




    	 



    	 



    

 


	THIS DEED is made on	1 March 2015	 


 


between


 


		(1)	RANDGOLD RESOURCES LIMITED, (No. 62686) registered in Jersey
whose registered office is at 3rd Floor, Unity Chambers, 28 Halkett Street, St. Helier, Jersey JE2 4WJ (the "Company");
and



 


		(2)	SAFIATOU BA-N’DAW
of 9108 Copenhaver Drive Potomac, Maryland 20854, United States of America (the "Director")



 


THE PARTIES AGREE AS FOLLOWS:


 


		1.	interpretation



 


		1.1	In this deed, "Law" means the Jersey (Companies)
Law 1991 (as amended from time to time);



 


		1.2	The headings in this deed shall not affect its interpretation.



 


		1.3	References in this deed to statutory provisions shall be construed
as references to those statutory provisions as amended or re-enacted or both from time to time and shall include any substantive
legislation made under the statutory or legislative provision (whether with or without modification).



 


		1.4	References to clauses or schedules, unless otherwise stated, are
to clauses or schedules to this deed.



 


		2.	indemnity



 


		2.1	Save as provided in clause 3, the Company hereby agrees (without
prejudice to any other indemnity to which the Director may otherwise be entitled) to indemnify and keep indemnified and hold harmless
the Director out of the assets of the Company against all claims, liabilities, costs, charges, expenses or losses (including, without
limitation, reasonable attorneys fees and costs, expert witness fees and reasonable travel expenses incurred with the prior written
consent of the Company) ("Liability" or "Liabilities") which may be made against him or which he may
suffer or incur as a consequence of, or which relate to or arise from, directly or indirectly, the actual or purported execution
or discharge of his duties or responsibilities or the exercise or purported exercise of his powers or discretions as a director
or officer or employee of the Company or any other companies of which he has been requested to act as director or other such officer
by the Company (“Associated Companies”) or otherwise in relation thereto or in connection therewith, including
(but without limitation) any Liability reasonably suffered or incurred by the Director in disputing, defending, investigating or
providing evidence in connection with any actual, threatened or alleged claims, demands, investigations or proceedings (whether
civil or criminal) (and for the purpose of this clause 2 alleged claims, demands, investigations or proceedings shall include any
allegations made formally or informally by reports in the press, public statement or other media) and any Liability reasonably
incurred or suffered in relation to any reasonable settlement in respect of any actual, threatened or alleged claims, demands,
investigations or proceedings (whether civil or criminal).



 


		2.2	Without
prejudice to the generality of the indemnity in clause 2.1 above and subject always to the provisions of clause 3.2, the Company
shall pay the reasonable legal and other expenses (the "Costs") incurred by the Director in defending any claim,
action or proceedings (whether civil, criminal or regulatory) in connection with the actual or purported execution and/or discharge
of the duties of his office and/or the actual or purported exercise of his



 



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		 	powers or discretions and/or otherwise
in relation thereto or in connection with any application under Article 212 of the Law other than in case of claims, actions or
proceedings (whether civil or criminal) brought by the Company or any Associated Companies provided that the Director shall repay
any amount so paid or advanced (and discharge any liability of the Company incurred under any transaction in connection with the
matters referred to above) in the event that the Director is convicted or judgment is given against him in the proceedings or
the court refuses to grant the Director relief on the application on the date on which the conviction, judgment or refusal of
relief (as applicable) becomes final.



 


		3.	exclusions and limitations



 


		3.1	The Director shall not be entitled to be indemnified by the Company
under the terms of the indemnity in clause 2.1 in relation to any Liability which is incurred by him:



 


		(a)	to the Company or any Associated Companies (as applicable);



 


		(b)	to pay a fine imposed in criminal proceedings or a sum payable to
a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever
arising);



 


		(c)	in defending any criminal proceedings in which he is convicted and
such conviction has become final;



 


		(d)	in defending any civil proceedings brought by the Company or any
Associated Companies in which a final judgment is given against him;



 


		(e)	in connection with any application under Article 212 of the Law in
which the court refuses to grant him relief and such refusal has become final; or



 


		(f)	where otherwise prohibited by the Law or any other applicable law.



 


		3.2	The indemnity in clause 2.1 and/or undertaking to discharge costs
in clause 2.2 shall not apply to the extent that:



 


		(a)	the Liability is recovered from any insurers;



 


		(b)	the Liability or Costs (as the case may be) are prohibited by the
Law or otherwise by virtue of any rule of law;



 


		(c)	the Liability is in respect of death or personal injury or similar
matters within the scope (ignoring any exclusions) of the Company's employer liability insurance from time to time;



 


		(d)	a Liability arises from an act or omission of the Director which
is shown to have been in bad faith (including one involving fraud or fraudulent concealment by the Director) or arising from the
Director's gross negligence or wilful default or his acting beyond the scope of his authority;



 


		(e)	the Director has received a financial benefit to which he is not
entitled;



 


		(f)	it relates to tax or social security charges (including National
Insurance) payable on remuneration or other benefits received by such Director.



 


		3.3	The Director shall continue to be indemnified under the terms of
the indemnity in clause 2.1, notwithstanding that he may have ceased to be a director of the Company, for six years following the
date of such cessation.



 



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		4.	conduct and settlement of claims



 


		4.1	Clauses 4.2 and 4.3 shall apply in circumstances where:



 


		(a)	the Director becomes aware of any facts or circumstances which may
lead to the Company being required to make any payment under clause 2;



 


		(b)	the Director is or may be entitled to make recovery from some other
person (including under any applicable directors' and officers' insurance policy) of any sum in respect of any facts or circumstances
by reference to which the Director has or may have a claim against the Company under clause 2; or



 


		(c)	the Company shall have paid to the Director an amount in respect
of a claim under clause 2 and subsequent to the making of such payment the Director becomes or shall become entitled to recover
from some other person (including as aforesaid) a sum which is referable to that payment.



 


		4.2	The Director shall:



 


		(a)	subject to the Company indemnifying the Director to his reasonable
satisfaction against all reasonable Liabilities which may properly be incurred by reason of any such claim, promptly and diligently
take all such action and give all such information and assistance as the Company may reasonably request (including, without limitation,
instituting such proceedings and instructing such professional advisers as the Company may nominate to act on behalf of the Director)
in order to avoid, dispute, resist, compromise, defend or appeal against any such claim against the Director as is referred to
in clause 4.1 as the case may be;



 


		(b)	except where the claim is brought by the Company or any Associated
Companies, allow the Company to take over and conduct in the Director's name the defence, settlement or appeal of any claim or
to prosecute in his name for its own benefit any claim. The Company shall have sole discretion in the conduct or settlement of
any claim;



 


		(c)	make no admission of liability, agreement, settlement or compromise
in relation to any such claim or Liability without the prior written consent of the Company, such consent not to be unreasonably
withheld or delayed; and



 


		(d)	in the case of clause 4.1(c) only, promptly repay to the Company
an amount equal to the amount so recovered (less any tax thereon and costs of recovery) or, if lower, the amount paid by the Company
to the Director.



 


		4.3	The Director shall:



 


		(a)	as soon as reasonably practicable, notify the Company in writing
of any fact, matter, event or circumstance coming to his notice whereby it appears that the Company is, or may be, liable to make
any payment under clause 2 or that the Director shall become or may become entitled to recover from some other person a sum which
is referable to a payment already made by the Company in respect of such a claim; and



 


		(b)	at all times keep the Company fully informed of all material developments
and any material action which is proposed to be taken in connection with any such claim; and



 


		(c)	give
all such information and documentation (regardless of how it is recorded or stored) as the Company shall reasonably request in
connection therewith and also in



 



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		 	connection with any proceedings
instituted by or against the Director under clause 4.1.



 


		4.4	The Company shall, in the event that a payment is made to the Director
under this deed, be entitled to recover from the Director an amount equal to any payment received by the Director under any policy
of insurance or from any other third party source to the extent that such payment relates to the Liability, and any payment under
this deed shall be made by the Company to the Director on that basis. The Director shall pay over such sum immediately upon the
Company's request.



 


		4.5	In the event of any payment having been made under this deed and
the Director subsequently becomes entitled to recover under any policy of insurance or from any third party source, any sum which
relates to the Liability, the Director shall take all necessary steps to enforce such recovery and shall forthwith repay to the
Company so much of the amount received by the Director to the extent that such payment relates to the Liability.



 


		5.	directors' and officers' INSURANCE



 


		5.1	The Company shall use its best endeavours to purchase (if it has
not done so already) and maintain for each director of the Company (including the Director), while such person is a director or
officer (or holds an equivalent position under the laws of any relevant jurisdiction) of the Company or any Associated Companies
and for a period of six years after he ceases to hold any such position, directors' and officers' liability insurance in respect
of acts and omissions occurring or alleged to have occurred in connection with any such position. As and when any such insurance
falls for renewal in accordance with its terms, or the existing policy expires and the Company seeks to obtain alternative cover,
the Company shall use its best endeavours to effect such renewal, or obtain alternative cover subject to the availability of reasonable
commercial terms. The Company shall ensure that the Director is, and all other directors of the Company are, provided at all times
with a copy of the Company's current directors' and officers' liability insurance policy, in so far as it relates to each director,
or a summary of the terms thereof.



 


		5.2	Nothing contained in this deed modifies any obligation imposed upon
the Director under the terms of the Company's directors' and officers' liability insurance in force from time to time and nor will
the terms of this deed take precedence over any other obligation, whether under the policy or otherwise, that the Director might
have to assist the Company in complying with any obligations that it may have under the terms of such policy.



 


		6.	General



 


		6.1	All sums payable by the Company hereunder shall be paid free and
without any rights of counterclaim or set-off and without deduction and withholding on any ground whatsoever, save only as may
be required by law or where the right of counterclaim or set-off arises as a result of the Director's failure to fulfil those obligations
described in clause 5.2.



 


		6.2	If a payment due from the Company under this deed is subject to tax
(whether by way of direct assessment or withholding at its source), the Director shall be entitled to receive from the Company
such amounts as will ensure that he will retain, after payment of the tax so chargeable, the amount he would have retained had
the payment not been subject to taxation.



 


		7.	ASSIGNMENT



 


The Director may not at any time
assign (save for assignments by operation of law), transfer, charge or declare a trust of, the benefit of all or any part of its
rights or obligations under this deed without the prior written consent of the Company.


 



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		8.	COUNTERPARTS



 


This deed may be executed in any
number of counterparts and provided that every party has executed a counterpart, the counterparts together shall constitute a binding
and enforceable agreement between the parties.


 


		9.	governing law



 


		9.1	This deed shall be governed by, and construed in accordance with
Jersey law.



 


		9.2	Each of the parties to this deed irrevocably agrees that the courts
of the Island of Jersey shall have non-exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle
any disputes, which may arise out of or in connection with this deed and, for these purposes, each party irrevocably submits to
the non-exclusive jurisdiction of the courts of the Island of Jersey.



 


IN WITNESS WHEREOF this agreement has
been executed and delivered as a deed on the date first above written.


 




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	Executed as a deed by	)	 
	RANDGOLD RESOURCES LIMITED	)	 
	 acting by:	)	 
	 	)	 


 


	Signature of director	 	/s/ Christopher Coleman	 


 


	Signature of witness	 	/s/ Martin Welsh 	 


 


	Name of witness	 	Martin Welsh	 


 


	Address of witness	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation of witness	 	 	 


 


	Signed as a deed by	)	/s/ Safitatou Ba-N’Daw
	SAFIATOU BA-N’DAW	)	 
	in the presence of:	)	 
	 	)	 


 


	Witness Signature	 	/s/ Martin Welsh 	 


 


	Name	 	Martin Welsh	 


 


	Address	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 



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