Worldwide Natural Resources Plc

Corporate Governance

ROLES OF THE BOARD AND MANAGEMENT

The Board is collectively responsible for the long-term success of the company. The Board sets strategic aims and reviews management performance. It also ensures that its obligations to shareholders are understood and met.

RESPONSIBILITIES OF THE BOARD

The key responsibilities of the Board include:

• Reviewing and approving strategy and determining the risks it is prepared to run to meet strategic objectives

• Appointing and reviewing the performance of any executive staff

• Approving an annual budget

• Reviewing financial and operational performance

• Approving major acquisitions and capital expenditure

• Ensuring that appropriate audit arrangements are in place

• Reviewing financial control and risk management

• Approving appointments to the Board and policies relating to directors’ remuneration and the termination of directors’ service contracts

• Reporting to shareholders and ensuring a satisfactory dialogue

MEETINGS OF THE BOARD

The Board meets at least eight times a year.

BOARD COMMITTEES

The Company has established an audit committee, a remuneration committee and a nomination committee, with formally delegated duties and responsibilities.

The Board is currently in the process of identifying new non-executive directors and will appoint them in due course. Following their appointment they will take places on the Board Committees which will be displayed here.

Audit Committee

The audit committee will be responsible for ensuring the financial performance, position and prospects of the Company are properly monitored and reported on and for meeting the auditors and reviewing their reports relating to accounts and internal controls.

Remuneration Committee

The remuneration committee will review the performance of executive directors and set their remuneration and the payment of bonuses to executive directors and consider the future allocation of share options to directors and employees.

Nomination Committee

The nomination committee will consider the selection and re-appointment of Directors. It will identify and nominate candidates to fill board vacancies and review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes

BUSINESS RISKS

The Company is committed to the identification, monitoring and management of risks associated with its business activities and has embedded in its management and reporting systems a number of risk management controls. The Board is charged with implementing appropriate risk management systems.

Specific areas of risk will be regularly considered at Board meetings.

CONTINUOUS DISCLOSURE

The Company respects its obligations to the PLUS Market and Deutsche Boerse in respect of on-going disclosure requirements.

CODE OF CONDUCT

The Board has adopted a Code of Conduct to establish and encourage observance by the Company’s Directors, executives and employees of standards of ethical and responsible decision making and behaviour, and to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

COMMUNICATIONS WITH SHAREHOLDERS

The Board aims to ensure that shareholders are kept informed of all major developments affecting WNR. Information is communicated to shareholders through the distribution of annual reports and by presentation to shareholders at the Annual General Meeting, which they are encouraged to attend.