Exhibit 4.54
 (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.
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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.
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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 judgment 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
 (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)
 THIRD PARTY RIGHTS
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