Exhibit 4.57
 (RANDGOLD RESOURCES 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.
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(d)
    
    be responsible, for determining appropriate levels of remuneration of the
Executive Directors, and where necessary, members of the Executive Management
Team.
 4.
    
    You will, in conjunction with paragraphs 11 to 15 of the Board Charter, be required to:
 (a)
    
    perform your duties loyally and diligently;(b)
    
    bring independent judgement to bear on issues of strategy, policy,
resources,
performance and standards of conduct;(c)
    
    provide guidance and direction in planning, developing and
implementing the
strategic direction of the Company;(d)
    
    contribute to the effective control of the Company and to the supervision
of the
Executive Directors.(e)
    
    attend wherever possible in person or by conference call all meetings of
the Board,
which meets at least quarterly, and consider all relevant papers well in advance of
each meeting;(f)
    
    serve on any Committee to which you are nominated by the Board;(g)
    
    attend the Annual General Meeting of the Company if requested;(h)
    
    comply with your fiduciary and statutory duties (including under the
Companies Jersey Law 1991, as amended, which can be obtained from the
Companys Secretary);(i)
    
    comply with the Companys Code of Conduct and Anti-Corruption Policy,
these are available on the Companys website and can be obtained from the Company
Secretary;
 5.
    
    Overall the Company anticipates that you will be available to fulfil your duties. This will
include the quarterly board meetings, at least one site visit per year, and the appropriate
period of time preparing for each meeting.6.
    
    You will, be entitled to request such information from the Company, its subsidiaries or its
employees, consultants or professional advisers as may be reasonably necessary to
enable you to perform your role effectively. The Company shall use its reasonable
endeavours to provide such information.
 CONFIDENTIALITY
  COMPLIANCE WITH REGULATORY REQUIREMENTS
   
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Financial Services and Markets Act
2000 Criminal Justice
Act 1993
   OUTSIDE INTERESTS
     INSURANCE
  APPOINTMENT
   (a)
    
    committed any serious breach or (after warning in writing) any repeated or continued
material breach of your obligations to the Company (which include an obligation not to
breach your fiduciary duties) [or of any Regulatory Requirement];(b)
    
    been guilty of any act of dishonesty or serious misconduct or any conduct which (in the
reasonable opinion of the Board) tends to bring you or the Company into disrepute; or(c)
    
    been declared bankrupt or have made an arrangement or composition with for the benefit
of your creditors.
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REMUNERATION
  
    
    Audit Committee: US$35,000 per annum;
    
    Remuneration Committee: US$25,000 per annum;
    
    Nomination & Governance Committee: US$10,000 per annum.
   
    
    Termination other than resignation or dismissal;
    
    Voluntary retirement after the age of 65 with a minimum of three years service as a
director; and
    
    Change in control of the Company.
  EXPENSES
  DATA PROTECTION
 Data Protection Act 1998
 (d)
    
    personal data relating to you, for administrative and management purposes; and(e)
    
    sensitive personal data relating to you (as
defined in the Data Protection Act 1998)
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THIRD PARTY RIGHTS
     
  
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