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Committees

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.

 Chairperson  Member  Financial Expert
 Chairman of the Board
  Audit Committee Compensation Committee Nominating and Corporate
Governance Committee		 Corporate Responsibility Committee Technical Committee
Independent Directors
Tim Baker  
Gil Clausen  
Robert Doyle      
Anu Dhir      
Craig Nelsen      
Mona Quartey    
Ani Markova      
Karim Nasr

   
Inside Directors
Andrew Wray           

Audit Committee

The primary function of the Committee is to assist the Board in fulfilling its oversight responsibilities, primarily through (a) overseeing the integrity of Golden Star’s financial statements and financial reporting process and Golden Star’s systems of internal accounting and financial controls; (b) overseeing the performance of the internal auditors; (c) recommending the selection of, retaining and monitoring the independence and performance of Golden Star’s outside auditors, including overseeing the audits of Golden Star’s financial statements, and approving any non-audit services; and (d) facilitating communication among the outside auditors, management, internal auditors and the Board. To view the Audit Committee Charter, please click here.

Compensation Committee

The primary function of the Committee is to assist the Board in establishing, administering and evaluating the compensation principles, criteria, policies and plans for Golden Star’s executive officers (including the President and Chief Executive Officer (the “CEO”); to interface with senior management regarding the compensation of employees; and to provide recommendations to the Board which are determined from time to time to be the subject of Board approval. To view the Compensation Committee Charter, please click here.

Nominating and Corporate Governance Committee

The primary function of the Committee is to assist the Board in discharging its obligations under corporate governance legislation and best practices for (a) board and committee composition and performance, (b) President and Chief Executive Officer (“CEO”) recruitment and succession planning and (c) compliance generally with corporate governance regulations and guidelines. To view the Nominating and Corporate Governance Committee Charter, please click here.

Corporate Responsibility Committee

The primary function of the Committee is to assist the Board in the assessment and mitigation of operations and technical risk and the furtherance of Golden Star’s commitments to environmentally sound and responsible resource development, good community relations and the protection of human rights and a healthy and safe work environment. To view the Sustainability Committee Charter, please click here.

Technical Committee

The primary function of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to a) technical matters relating to exploration, development, permitting, construction and operation of Golden Star's mining activities; b) mineral resources and mineral reserves on Golden Star's properties operating and production plans for proposed and existing operating mines; c) and property development and operating practices. To view the Technical Committee Charter, please click here.

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Neither Golden Star Resources Ltd. nor its affiliates, subsidiaries, officers, directors or agents (collectively, “Golden Star” or the “Company”) have any control over (a) the External Site or any linked websites accessible through any External Site, or (b) any data or other content contained, or accessible, therein or in or through any such linked websites. The link to the External Site is provided for convenience purposes only. The information and other content on the External Site is not meant to modify, qualify, supplement or amend information disclosed by or on behalf of the Company under corporate, securities or other legislation in any jurisdiction, and should not be used to make investment decisions involving the Company’s securities.

By clicking “Accept” below you acknowledge and agree that neither Golden Star nor the third party provider of the External Site, Virtua Research, Inc. (“Virtua”), is responsible, or accepts or assumes any responsibility or liability whatsoever for, the content, the data contained in or accessible on or through, or the technical operation of the External Site. Golden Star and Virtua are not liable to you for, and take no responsibility for, third party pricing data provided for informational purposes and certain ratio results formulated from the provided third party pricing data. Further, by entering the External Site, you also acknowledge and agree that you completely and irrevocably forever waive, and release Golden Star from, any and all rights and claims against Golden Star and Virtua and further acknowledge and agree that in no event shall Golden Star or Virtua, its officers, employees, directors and agents be liable for any (i) direct or indirect, consequential, incidental, special, compensatory, punitive or other damages, (ii) damages for loss of income, loss of business profits, business interruption, loss of data or business information, loss of or damage to property, (iii) claims of third parties, or (iv) other pecuniary loss, arising out of or related to this disclaimer or the External Site or any linked websites.

By entering the External Site, you further acknowledge and agree that the disclaimer of warranties and limitations of liability set out in this disclaimer shall apply regardless of the causes, circumstances or form of action giving rise to the loss, damage, claim or liability, even if such loss, damage, claim or liability is based upon breach of contract (including, without limitation, a claim of fundamental breach or breach of a fundamental term), tort (including, without limitation, negligence), strict liability or any other legal or equitable theory, and even if Golden Star and Virtua are advised of the possibility of the loss, damage, claim or liability. The waiver and release specifically includes, without limitation, any and all rights and claims pertaining to the processing of personal data, including but not limited to any rights under any applicable data protection statute(s).

If in any jurisdiction, any part of this disclaimer is determined to be unenforceable by a court of competent jurisdiction, such part of this disclaimer shall be restricted or eliminated to the minimum extent necessary to comply with such determination and the remaining disclaimer shall otherwise remain in full force and effect.

Please note the information presented is given as at the date and the time of its original release. Changes in such historical information may occur due to adjustments in accounting and reporting standards & procedures.

Non-GAAP Information

Golden Star also uses certain non-International Financial Reporting Standards (“IFRS”) financial measures as defined in applicable Canadian and United States securities laws ("non-GAAP measures"), including the terms “cash operating cost per ounce”, “all-in sustaining costs”, “cash generated from operations before working capital changes”, “adjusted net (loss)/income attributable to Golden Star shareholders and “adjusted net (loss)/income per share attributable to Golden Star shareholders”. Golden Star believes that these measures are similar to the measures of other gold mining companies, but may not be comparable to similarly titled measures in every instance. In addition, changes in numerous factors including, but not limited to, Golden Star’s share price, risk free interest rates, gold prices, mining rates, milling rates, ore grade, gold recovery, costs of labor, consumables and mine site general and administrative activities can cause these measures to increase or decrease.

Golden Star believes these measures are useful non-GAAP operating measures and supplement the IFRS disclosures made by the Company. These non-GAAP measures are not representative of all of Golden Star's cash expenditures and there are material limitations associated with the use of such non-GAAP measures. Since these non-GAAP measures do not incorporate all non-cash expense and income items, changes in working capital and non-operating cash costs, they are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS.

The non-GAAP information is not prepared in accordance with IFRS and may not be comparable to non-GAAP information used by other companies. The non-GAAP information should not be viewed in isolation or as a substitute for, or superior to, other data prepared in accordance with IFRS. For an explanation of the Non-GAAP financial measures used by the Company, please refer to the heading “Non-GAAP Financial Measures” in the Company’s Management Discussion and Analysis of Financial Condition and Results of Operations for the Three Months ended March 31, 2014 and the Company’s Management Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2013, available at www.sedar.com.

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