AGREEMENT FOR THE SERVICES OF PROFESSOR GARNAUT



 






Exhibit 4(i)


[LOGO]

LIHIR GOLD

LIMITED

Incorporated in Papua New Guinea

ARBN 069 803 998




26 April 2004




Maccullochella Pty Limited

15 Ryan Street

Curtin, ACT, 2605

Australia




Dear Sirs




CONTRACT FOR SERVICES OF PROFESSOR ROSS GARNAUT AS CHAIRMAN OF LIHIR GOLD
LIMITED (THE “COMPANY”)



The Company understands that Professor Garnaut is employed by Maccullochella Pty
Limited, ACN 053 265 044 (“Maccullochella”). The board of directors of the
Company (the “Board”) has reappointed Professor Garnaut as Chairman pursuant to
article 21.7 of the Company’s constitution and he has accepted his appointment
on, and subject to Maccullochella agreeing to, the following terms and
conditions:




	1.	 	COMMENCEMENT
	 
	 	 	Professor Garnaut’s re-appointment will commence on 1 May 2004.
	 
	2.	 	TERM
	 
	 	 	Professor Garnaut’s appointment will be for three years, subject to his
continuing to hold office as director of the company and otherwise to
any earlier termination as provided for below. When his term expires,
or if it is terminated early, he will offer to resign as a director of
the Company.
	 
	3.	 	DUTIES AND RESPONSIBILITIES
	 
	 	 	As Chairman of the Company, Professor Garnaut’s duties and
responsibilities will include, inter alia:






	 	(a)	 	to attend and chair all Board meetings and general meetings of
the Company;
	 
	 	(b)	 	to faithfully and diligently carry out, undertake and exercise
on a regular but part time basis such other duties and
responsibilities in relation to the business of the Company as
the Board may from time to time properly direct or delegate or
which may otherwise be required by the Company’s constitution,
by the Companies Act 1977 or by the Listing Rules of any
applicable stock exchange.





LIHIR MANAGEMENT COMPANY LTD ARBN 059 005 766 THE MANAGER OF LIHIR GOLD LIMITED

PORT MORESBY OFFICE

7th Floor, Pacific Place, Cnr. Champion Parade & Musgrave Street, Port Moresby,

P.O. Box 789, Port Moresby

Telephone (675) 321 7711, Facsimile (675) 321 4705




1









 









	 	(c)	 	to conform to, observe and comply with, all lawful and
reasonable directions, resolutions and restrictions made or
given by the Board, and with all charters, rules and protocols
which may be adopted by the Board from time to time;
	 
	 	(d)	 	generally, to use his best endeavours to promote the interests
of the Company; and
	 
	 	(e)	 	to devote so much of his time, attention and abilities as is
reasonably necessary for the proper performance of his duties
and responsibilities.






	4.	 	FEES AND COSTS






	 	(a)	 	Subject to paragraphs (b) and (c), the Company shall pay to
Maccullochella, in consideration for it making Professor
Garnaut’s services available to perform his duties and
responsibilities as Chairman, in quarterly instalments in
arrears:






	 	(i)	 	during the 2004 calendar year - a fee of A$162,025.
	 
	 	(ii)	 	during the 2005 calendar year - a fee which amounts
to A$162,025 multiplied by (1+X) where X is the
percentage change in the Consumer Price Index in
Australia during the 2004 calendar year.
	 
	 	(iii)	 	during any succeeding year thereafter, the fee amount
payable in the preceding year, grossed up by the
percentage change in the Consumer Price Index in
Australia during that preceding year in the manner
referred to in (ii) above.






	 	(b)	 	If required by law, the Company shall deduct from the fees
payable under paragraph (a) any applicable foreign contractors
tax, withholding tax or other tax payable at source in Papua
New Guinea.
	 
	 	(c)	 	If Professor Garnaut’s engagement is terminated early, the
next and final payment of Maccullochella’s fees will be of an
amount which is in the same proportion to the quarterly
instalment otherwise payable at the end of the then current
quarter, as the number of days in the quarter before such
termination bears to the aggregate number of the days in the
quarter.
	 
	 	(d)	 	In addition to Maccullochella’s fees, the Company shall
reimburse Professor Garnaut for the reasonable costs which he
incurs in performing his duties and responsibilities as
Chairman, including a reasonable proportion of the expenses of
his private office facilities and secretarial support in
Canberra in accordance with a budget which he is to give to
the Company in advance each year.






	5.	 	INDEMNITY
	 
	 	 	The Company indemnifies Professor Garnaut against any liability
incurred in defending any civil or criminal proceedings arising out of
the performance of his duties and responsibilities in which:






	 	(a)	 	judgement is given in his favour;
	 
	 	(b)	 	he is acquitted; or




2









 






	 	(c)	 	relief is granted to him under the Companies Act of Papua New
Guinea,






	 	 	but this indemnity will not apply in respect of any reckless,
fraudulent, negligent or wilful act or omission by Professor Garnaut or
to the extent that any such liability is covered by corporate or
personal insurance, and this indemnity will not apply to the extent
(and only to the extent) that it is inconsistent with the terms of
article 28.2 of the Company’s constitution at the date of this letter,
or any corresponding article or rule which may replace it during his
term of office.






	6.	 	CONFIDENTIALITY






	 	(a)	 	By virtue of Professor Garnaut’s appointment, he will be aware
of information relating to or concerning the business or
affairs of the Company and its associated companies including,
without limitation, trade secrets, secret processes, sales and
marketing information, product specifications, financial and
accounting details, financial arrangements and customer
information (the “Confidential Information”).
	 
	 	(b)	 	Professor Garnaut must not (except in the proper course of his
duties) either during or after his engagement under these
terms and conditions on divulge to any person, and he must use
his best endeavors to prevent the publication or disclosure
of, any Confidential Information.
	 
	 	(c)	 	Neither Maccullochella, Professor Garnaut nor the Company may
disclose any of the provisions of these terms and conditions
except to the extent required by legislation or by the rules
of an applicable stock exchange and, if so required, the
parties must consult with each other as to the extent and
manner of the disclosure.






	7.	 	NON-COMPETITION
	 
	 	 	During Professor Garnaut’s term as chairman, he must not without the
consent of the Board be concerned or interested in any other business
of a similar nature to or competitive with that carried on by the
Company, or accept or hold a directorship or other office in any other
mining company. However, this shall not prevent him from holding or
being otherwise interested in any shares or other securities of any
corporation where such securities are for the time being quoted on any
recognized stock exchange, whether in Australia or elsewhere, if the
holding or interest in shares or other securities does not or would not
exceed 5% of the issued share capital of that corporation.
	 
	8.	 	TERMINATION






	 	(a)	 	Professor Garnaut’s engagement may be terminated:






	 	(i)	 	by him, by giving six months’ written notice to the
Company; or
	 
	 	(ii)	 	by the Company, by giving six months’ written notice
to Professor Garnaut;






	 	 	 	and such termination will take effect on the expiration of
that period of notice.




3









 






	 	(b)	 	Professor Garnaut’s engagement may be terminated forthwith by
the Company without any liability or obligation to give any
notice or to pay compensation in lieu of notice if, at any
time:






	 	(i)	 	he commits any serious or persistent breach of these
terms and conditions;
	 
	 	(ii)	 	he is guilty of any serious misconduct or serious
neglect in the discharge of his duties and
responsibilities under these terms and conditions;
	 
	 	(iii)	 	he becomes bankrupt or makes any arrangement or
composition with his creditors or takes advantage of
any legislation for the time being in force for
relief of an insolvent debtor;
	 
	 	(iv)	 	he is convicted of any criminal offence other than an
offence which, in the reasonable opinion of the
Board, does not affect his position as Chairman of
the Company;
	 
	 	(v)	 	he is removed as a director of the Company by a
resolution of a general meeting;
	 
	 	(vi)	 	he otherwise ceases to be qualified to hold the
office of director either under the Company’s
constitution or the Companies Act of Papua New
Guinea; or
	 
	 	(vii)	 	he ceases, for any reason, to be employed by
Maccullochella.






	 	(c)	 	Professor Garnaut’s engagement shall also terminate upon his death.






	9.	 	GENERAL






	 	(a)	 	Maccullochella will secure that Professor Garnaut will at all
relevant times, comply with the terms and conditions of this
contract in like manner as if the contract had been made with
him as an individual in place of Maccullochella.
	 
	 	(b)	 	This is a contract for Professor Garnaut’s services and does
not make him an employee of the Company. He shall not be
regarded or treated as an employee for any purpose.
	 
	 	(c)	 	Any notices to be given to Maccullochella under this contract
may be sent to it by post to the address given for it above,
or by facsimile transmission to (+61 2) 6285 2336, or such
other postal address or facsimile number of which
Maccullochella may give notice to the Company. Any notice to
be given by Maccullochella to the Company under this contract
may be sent by post or by facsimile transmission to the postal
address or facsimile number of which the Company may give
notice to Maccullochella.
	 
	 	(d)	 	Any provision of this contract which is invalid or
unenforceable in any jurisdiction is to be read down for the
purposes of that jurisdiction so as to be valid and
enforceable, and is otherwise capable of being severed to the
extent of the invalidity or unenforceability, without
affecting the remaining provisions of this contract.




4









 






	 	(e)	 	This contract is governed by the law in force in Papua New
Guinea. The parties submit to the non-exclusive jurisdiction
of the courts of Papua New Guinea in respect of any
proceedings in connection with this contract.




	 	 	 If Maccullochella accepts the foregoing terms and conditions of
Professor Garnaut’s engagement, please sign both copies of this letter
and return one to me. It is also requested that Professor Garnaut
personally sign both copies to acknowledge that he agrees to and is
bound by these terms and conditions.





Yours faithfully




/s/ Mark Laurie




MARK LAURIE

COMPANY SECRETARY




Maccullochella Pty Limited accepts the foregoing terms and conditions on this
day of April 2004.



	 	 	 	 	 	 	 
	THE COMMON SEAL OF

	 	 	)	 	 	 
	MACCULLOCHELLA PTY LIMITED

	 	 	)	 	 	[SEAL]             
	was affixed in the presence of, and the sealing is attested by:

	 	 	)
)	 	 	 







	 	 	 
	/s/ Ross Garnaut

	 	/s/ Jayne Garnaut
	


	 	

	Secretary

	 	Director
	Name (printed): Ross Garnaut

	 	Name (printed) Jayne Garnaut







In consideration of the Company agreeing to pay the fees referred to above to
Maccullochella for making my services available and to reimburse the costs
referred to above to me, I Ross Gregory Garnaut, agree to the foregoing terms
and conditions and to be bound by my obligations under them.



Signed: /s/ Ross Garnaut




Dated: 28 April 2004




5