American Bonanza Gold 20-F 2003 FY Annual report (foreign)

EXHIBIT 15.1

AMERICAN BONANZA GOLD MINING CORP.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors has overall responsibility for the management of the business and affairs of the Corporation. At Board meetings, the Board and the Audit Committee of the Board receive and discuss reports prepared by management which address strategic and operating issues, assess actual performance against planned performance, and assess the overall financial position of the Corporation. Regular Board meetings have been scheduled quarterly since December, 1996. Additional meetings are convened if necessary.

The Corporation has met the requirements for a TIER 1 issuer on the TSX Venture Exchange (“Exchange”) and the change in classification from TIER 2 to TIER 1 became effective March 14, 2003. The rules and policies of the Exchange require TIER 1 corporations to disclose their corporate governance practices with reference to a series of guidelines for effective corporate governance (the “Corporate Governance Guidelines”) adopted by the Toronto Stock Exchange.

Set out below is the Corporation’s alignment to the Corporate Governance Guidelines during the year ended December 31, 2003 (“Fiscal 2003”):

Guidelines	Does the Corporation Align?	Comments
1 .  The Board should explicitly  assume responsibility for  stewardship of the Corporation and  specifically for:  (a)  adoption of a strategic  planning process;	Yes	One Board meeting each year is designated for  a review of the annual plan and strategic  planning.
(b)  identification of principal  risks and implementing risk-  managing systems;	Yes	The full Board is responsible for monitoring the  Corporation’s risks. Specific risk areas are  monitored by the Audit Committee of the  Board.
(c)  succession planning and  appointing, training and  monitoring of senior  management;	Yes	The full Board is responsible for succession  planning and appointing, training and  monitoring of senior management. The Board  conducts an annual review of senior officers  and also considers any appropriate development  programs.

Guidelines	Does the Corporation Align?	Comments
(d)  a communications policy; and	Yes	The full Board is responsible for ongoing  review of the Corporation’s disclosure practices  and try to ensure effective communication  between the Corporation, its shareholders and  the public, while ensuring avoidance of  selective disclosure. Currently, the President  and the Executive Vice President respond to  inquiries, the Corporation’s website is updated  regularly, and the Corporation intends to  continue to upgrade its communication strategy  as its budget allows.
(e)  integrity of internal controls  and management information  systems.	Yes	The Board has, through the appointment of the  Audit Committee, put in place an effective  system for monitoring the implementation of  corporate strategies. The Audit Committee is  responsible to review and advise the Board on  internal financial controls, management  information systems, safeguarding of assets,  compliance with financial reporting and  accounting principles and oversight of financial  plans.
2 .  The majority of directors should be  unrelated (independent of  management and free from any  conflict of interest), and in  addition, if the Corporation has a  significant shareholder, the board  should include a number of  directors who are independent of  that significant shareholder.	Yes	In Fiscal 2003, the Corporation had three  unrelated directors and two directors who were  part of management. One of the unrelated  directors resigned March 31, 2003 with his  replacement being appointed on May 8, 2003.  The Corporation is continuously looking for  potential outside directors who are able to make  contributions towards the future development  and growth of the Corporation. There is no  “significant shareholder” as defined by the  Exchange.
3 .  Disclose for each director, whether  he or she is unrelated, or if not,  how he or she is related and how  that conclusion was reached.	Yes	Brian P. Kirwin– President, CEO and  Chairman of the Board, is part of management.  Giulio T. Bonifacio– Executive Vice President  and CFO, is part of management.  David C. Beling– unrelated to management.  Mr. Beling resigned from the Board March 31,  2003.

Guidelines	Does the Corporation Align?	Comments
		Robert T. McKnight– unrelated to  management. Mr. McKnight was appointed a  director on May 8, 2003.  Ronald K. Netolitzky– unrelated to  management. Mr. Netolitzky was appointed a  director on May 6, 2004.  For the unrelated directors, none of them or  their associates has in the last fiscal year:  -worked for the Corporation as an officer,  employee or on contract; or  -received remuneration from the Corporation in  excess of stock options in lieu of directors’ fees.
4 .  The Board should appoint a  committee, composed exclusively  of non-management directors, the  majority of whom are unrelated,  responsible for the appointment  and assessment of directors.	No.	The full Board is responsible for the assessment  and appointment of directors.
5 .  Every corporation should  implement a process to be carried  out by the nominating committee or  other appropriate committee for  assessing the effectiveness of the  Board, its committees and of  individual directors.	Yes	The Board has an informal consultative process  for assessing the effectiveness of the Board as a  whole, the committees of the Board and the  contributions of individual directors. This  process is used with respect to both the  appointment of new and the assessment of  continuing directors.
6 .  Every corporation should provide  orientation and education programs  for new directors.	Yes	New directors are provided opportunities to  meet with management, tour properties and  receive reports relating to the Corporation’s  business and affairs.
7 .  Every corporation should examine  the size and, where appropriate,  consider reducing the size of the  Board with a view to improving  effectiveness.	Yes	The Board from time to time reviews the  contributions of the directors, and considers  whether the current size of the Board promotes  effectiveness and efficiency. The Board is not  big enough to need to be reduced in size.
8 .  The Board should review the  adequacy and form of  compensation of the directors in  light of risks and responsibilities.	Yes	The Board reviews the adequacy and form of  the compensation of directors annually. The  Board considers the time commitment,  comparative fees and responsibilities in  determining remuneration.
9 .  Committees should be generally  composed of non-management  directors, the majority of whom are  unrelated to management.	Yes	The Audit Committee is comprised of two  unrelated, non-management directors and one  director who is part of management.

Guidelines	Does the Corporation Align?	Comments
10 .  The Board should expressly  assume responsibility for, or  appoint a committee for,  developing the Corporation’s  approach to corporate governance  issues.	Yes	The full Board is responsible for developing  and monitoring the Corporation’s approach to  governance issues.
11 .  (a)  The Board, together with the  CEO, should develop position  descriptions for:
(i)  the Board; and	No	There are no specific position descriptions for  the Board, since the Board has broad plenary  power. Any responsibility which is not  delegated to senior management or the Audit  Committee remains with the full Board.
(ii)  the CEO, including the  limits to his  responsibilities.	Yes	The CEO’s position description is contained in  his employment agreement, which was  approved by the Board. All new material  projects and agreements are approved by the  Board.
(b)  The Board should approve the  CEO’s corporate objectives.	Yes	The CEO’s objectives are discussed and  approved at Board meetings.
12 .  The Board should establish  structures and procedures to enable  the Board to function  independently of management.	No	The Corporation is not large enough, nor is the  Board of Directors, to make this feasible.
13 .  The Board should establish an  Audit Committee, composed only  of outside directors, with  specifically defined roles and  responsibilities, direct  communication channels with the  internal and external auditors and  oversight responsibility for  management reporting on internal  control.	No	The Audit Committee is comprised of three  directors (one of whom is part of management).  The Audit Committee’s mandate includes:  -monitoring audit functions and the preparation  of financial statements;  -reviewing and monitoring management in  carrying out its responsibility to design and  implement an effective system of internal  controls;  -reviewing and approving quarterly financial  reports and related press releases; -meeting with the outside auditors  independently of management.

Guidelines	Does the Corporation Align?	Comments
14 .  The Board should implement a  system to enable individual  directors to engage outside advisors  at the Corporation’s expense, in  appropriate circumstances, subject  to the approval of an appropriate  committee.	No	Should the need ever arise, the directors have  been advised that they may retain outside  advisors independent of the Corporation’s  regular advisors, subject to the approval of the  Audit Committee, in order to minimize legal  fees.