Exhibit 4.55
 (RANDGOLD LOGO)
    
    RANDGOLD RESOURCES LIMITED
REG NO. 62686
LA MOTTE CHAMBERS
ST HELIER
JERSEY
 JEI IBJ
CHANNEL ISLANDS
www.randgoldresources.com
TEL: +44 1534 735 333
AX: +44 1534 735 444
  
  RANDGOLD RESOURCES LIMITED (THE COMPANY) AND RE-APPOINTMENT
TO THE BOARD AS A NON-EXECUTIVE DIRECTOR
  DUTIES
 1.
    
    The Board is responsible for promoting the success of the Company by directing and supervising
the Companys affairs, including:
 (a)
    
    supervising and providing guidance to the Company within a framework of prudent and effective
controls;(b)
    
    approving the Companys objectives and strategic plan, ensuring that the necessary financial
and human resources are in place for the Company to meet its strategic objectives, and review
management performance; and(c)
    
    setting the Companys values and standards and ensuring that its obligations to its
stakeholders are met.
 2.
    
    The Board Charter (annexed hereto marked Annexure A) describes how the Board is structured and
what authorities are delegated to the Chief Executive. Details of powers specifically reserved for
the Board are listed in paragraph 40 of the Board Charter. The Charters of the Board Committees are
available on the Companys website and can be obtained from the Companys Secretary.
 3.
    
    Your role as a non-executive director is to:
 (a)
    
    contribute to the development of strategies to attain the Companys objectives;(b)
    
    evaluate the performance of Executive Directors in meeting agreed objectives and implementing
strategies;(c)
    
    satisfy yourself that publicly available financial information is accurate and that financial
controls and systems of risk management are robust and effective;(d)
    
    be responsible, for determining appropriate levels of remuneration of the Executive Directors,
and where necessary, members of the Executive Management Team.
 1




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RANDGOLD RESOURCES LIMITED (THE COMPANY) AND RE-APPOINTMENT
TO THE BOARD AS A NON-EXECUTIVE DIRECTOR
  DUTIES
 1.
    
    The Board is responsible for promoting the success of the Company by directing and supervising
the Companys affairs, including:
 (a)
    
    supervising and providing guidance to the Company within a framework of prudent and effective
controls;(b)
    
    approving the Companys objectives and strategic plan, ensuring that the necessary financial
and human resources are in place for the Company to meet its strategic objectives, and review
management performance; and(c)
    
    setting the Companys values and standards and ensuring that its obligations to its
stakeholders are met.
 2.
    
    The Board Charter (annexed hereto marked Annexure A) describes how the Board is structured and
what authorities are delegated to the Chief Executive. Details of powers specifically reserved for
the Board are listed in paragraph 40 of the Board Charter. The Charters of the Board Committees are
available on the Companys website and can be obtained from the Companys Secretary.
 3.
    
    Your role as a non-executive director is to:
 (a)
    
    contribute to the development of strategies to attain the Companys objectives;(b)
    
    evaluate the performance of Executive Directors in meeting agreed objectives and implementing
strategies;(c)
    
    satisfy yourself that publicly available financial information is accurate and that financial
controls and systems of risk management are robust and effective;(d)
    
    be responsible, for determining appropriate levels of remuneration of the Executive Directors,
and where necessary, members of the Executive Management Team.
 1




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##### 



THIRD PARTY RIGHTS
      
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