Exhibit 4.53
  
  RANDGOLD RESOURCES LIMITED (THE COMPANY) AND RE-APPOINTMENT
TO THE BOARD AS CHAIRMAN AND 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 Chairman and 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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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
  Financial Services and Markets Act 2000 Criminal
Justice Act 1993
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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
   
    
    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
  Data Protection Act 1998
 THIRD PARTY RIGHTS
    
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