Brockman Mining Limited — Governance Information 2011

Jan 6, 2011

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Statement of compliance with ASX Corporate Governance Principles

This statement reflects Wah Nam International Holdings Limited's ( Wah Nam ) corporate governance practices as at the date of admission.

The board of directors of Wah Nam (the Board ) is committed to the principles of best practice in corporate governance. The Board has relied on the Revised Principles of Corporate Governance Principles and Recommendations, developed by the ASX Corporate Governance Council and the Code of Corporate Governance Practices as set out in Appendix 14 of the Hong Kong Stock Exchange ( HKEx ) Listing Rules, in formulating its corporate governance policies and practices. The Board seeks, where appropriate, to adopt the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations and the Code of Corporate Governance Practices as set out in Appendix 14 of the HKEx Listing Rules. To the extent these principles have not been adopted appropriate justification has been set out below.

Wah Nam's corporate governance principles and policies are guided by the ASX Corporate Governance Council's recommendations.

No.	Principles and Recommendations	Comment
1	Lay solid foundations for management and oversight
1.1	Companies should establish the functions reserved to the Board and those delegated to senior executives and disclose those functions	(a) The Board and senior management have agreed on their respective roles and responsibilities, and the functions reserved to the Board and to senior management. Wah Nam has in place a Board Charter which sets out the duties and responsibilities of the Board and clarifies the respective roles and responsibilities of Board members. The Board has also established various Board committees, including an Executive Committee, for the purpose of implementing Wah Nam's corporate governance principles. (b) The Board ultimately takes responsibility for considering and reviewing corporate governance policies. (c) The composition, function and responsibilities of the Board are set out in Wah Nam's Bye-laws and the Board Charter and include the following: (i) One third of the Board retires and is subject to re- election at each annual general meeting of Wah Nam. (ii) Subsequent or additional directors are initially appointed by the Board and then are subject to re- election by shareholders at the next annual general meeting.

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	(iii) The chairman is to be elected by the Board, and the
	performance of the directors is reviewed by the
	Remuneration and Performance Committee on an
	ongoing basis.
	(iv) The Board monitors the strategic objectives of Wah
	Nam, and performance in the achievement of these
	objectives.
	(v) The Board approves budgets and monitors financial
	objectives and performance in achieving the budgets.
	(vi) The Board reviews and ratifies risk management
	strategies to ensure that all major business risks are
	identified and effectively managed.
	(vii) The Board is responsible for overseeing effective
	internal control systems.
	(viii)The Board schedules meetings on a regular basis, and
	other meetings as, and when, required.
	(d) Wah Nam has a corporate governance
	section in its annual reports which will
	include a statement disclosing whether
	any directors has the right, in connection
	with their duties and responsibilities as
	directors, to delegate any of their powers
	and discretions to committees responsible
	to the Board. To this end, the Board has
	established the following committees:
	A. Executive Committee;
	B. Remuneration and Performance Committee;
	C. Audit Committee;
	D. Risk Management Committee;
	E. Nomination Committee; and
	F. Health, Safety, Environment and Sustainability
	Committee.
(e)	Committee charters and terms of reference have been
	established to govern each committee's duties and
	responsibilities with such charters and terms of reference
	being reviewed regularly by the Board.

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		(f) Directors have the right, in connection with their duties and responsibilities as directors, to seek independent professional advice at Wah Nam's expense. Prior approval of the Chairman is required, which will not be unreasonably withheld.
1.2	Companies should disclose the process for evaluating the performance of senior executives	As stated above, performance of the directors is reviewed by the Remuneration and Performance Committee on an ongoing basis.
1.3	Companies should provide the information indicated in the Guide reporting on Principle 1	Wah Nam has a corporate governance section in its annual reports which will include a statement disclosing any departure from Recommendation 1.1. A summary of Wah Nam's Board Charter is available on its website.
2	Structure the Board to add value
2.1	A majority of the Board should be independent directors.	The Board comprises a majority of independent directors. Wah Nam has 5 directors and 3 of these, Mr Lau Kwok Kuen Eddie, Mr Uwe Henke Von Parpart, Mr Yip Kwok Cheung Danny, are independent.
2.2	The chair should be an independent director	The Board has determined, given the Wah Nam's current strategy, it is not appropriate to separate the role of the Chairman from the chief executive officer and accordingly, the Chairman of Wah Nam is not an independent director. Currently, Mr Luk Kin Peter Joseph has assumed the role of both chairman and chief executive officer of Wah Nam. As Wah Nam's business becomes more diversified, the Board will review the needs of appointing a suitable candidate to assume the role of the chief executive officer.
2.3	The roles of chair and chief executive officer should not be exercised by the same individual	For the reasons stated above, Wah Nam does not separate the role of the chairman from the chief executive officer.

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2.4	The Board should establish a nomination committee	(a) The Board has established a Nomination Committee which is responsible for providing advice and recommendations to the Board regarding: (i) the identification of suitable candidates for nomination to the Board, Board committees and senior management; (ii) succession planning for the Board and senior management; (iii) the appointment and re-election of directors (both executive and non executive); and (iv) ensuring the skills needed are available to the Board to discharge its duties and add value to Wah Nam. (b) The Nomination Committee may obtain information from and consult with management and external advisers, if it considers it is appropriate.
2.5	Companies should disclose the process for evaluating the performance of the Board, its committees and individual directors	Board performance, Board Committee performance and individual Director performance is evaluated annually. The evaluation is undertaken by each director completing a questionnaire on Board governance and performance issues or each director having one-on-one interviews with the chairman of the Committee. Individual directors may meet with the chairman of the Committee to discuss their responses.
2.6	Companies should provide the information in the Guide to reporting on Principle 2	Wah Nam has a corporate governance section in its annual reports which will include a statement disclosing any departures from Recommendations 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 in future annual reports Charters and Policies are available on Wah Nam's website.
3	Promote ethical and responsible decision making
3.1	Companies should establish a code of conduct and disclose the code or a summary of the code as to: • the practices necessary to maintain confidence in the company's	All directors, senior management and employees are expected to conduct themselves with integrity, openness, honesty and fairness, and in the best interests of Wah Nam. The Board has established a Code of Conduct and Ethics to guide all directors, members of senior management and employees.

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	integrity; • the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; and • the responsibility of individuals for reporting and investigating reports of unethical practices
3.2	Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the Board to establish measurable objectives for achieving gender diversity for the Board to assess annually both the objectives and progress in achieving them.	Wah Nam's corporate governance principles and policies do not include an express policy specifically addressing diversity. Due to the limited size of Wah Nam's operations, the Board does not consider it necessary to have a diversity policy but will consider adopting a policy in the future.
3.3	Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the Board in accordance with the diversity policy and progress towards achieving them.	As noted above, Wah Nam's corporate governance principles and policies do not include an express policy specifically addressing diversity. Wah Nam will provide details of its objectives for achieving gender diversity set by the Board in its future annual reports. Wah Nam's corporate governance principles and policies do however include a Code of Conduct and Ethics. Through the Code of Conduct and Ethics, the Company actively supports the principle of equal employment opportunity regardless of race, religion, national origin, sex, age, physical disability, marital status or sexual orientation, and expects its senior management and employees to practice and support this principle. The Company's policy is to avoid discriminatory practices of any kind, and to make employment and career decisions strictly on the basis of individual ability, performance, experience and Company requirements.

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3.4	Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the Board	There are currently no women in senior executive positions, nor on the Board. The Board will provide details as to the proportion of women employed by Wah Nam, women in senior executive positions and women on the Board in its future annual reports.
3.5	Companies should provide the information indicated in the Guide to reporting on Principle 3.	Wah Nam has a corporate governance section in its annual reports which will include a statement disclosing any departure from Recommendations 3.1, 3.2, 3.3, 3.4 and 3.5. Wah Nam's corporate governance principles and policies are available on Wah Nam's website.
4	Safeguard integrity in financial reporting
4.1	The Board should establish an audit committee	The directors are committed to ensuring the truthful and factual presentation of Wah Nam's financial position. The Board has established an Audit Committee which comprises 3 non- executive Directors and a chairman who is appointed from the independent non-executive Directors. At present Mr Lau Kwok Kuen, Eddie chairs the committee. The other members are Mr Uwe Henke Von Parpart and Mr Yip Kwok Cheung, Danny. The Audit Committee reviews and monitors the Company's financial statements, financial reporting processes, risk management systems, internal audit, external audit and such other matters as the Board may request from time to time.
4.2	The Audit Committee should be structured so that it: • consists only of non- executive directors; • consists of a majority of independent directors; • is chaired by an independent chair, who is not chair of the Board; and	The Audit Committee comprises of 3 independent non- executive directors. At present, Mr Lau Kwok Kuen Eddie is the Chairman of the Audit Committee.

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	• has at least three members.
4.3	The Audit Committee should have a formal charter	The Audit Committee is governed by its Terms of Reference.
4.4	Companies should provide the information indicated in the Guide to reporting on Principle 4.	Wah Nam has a corporate governance section in its annual reports which will include a statement of any departures from Recommendations 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6. Wah Nam's Terms of Reference for its Audit Committee is available on its website.
5	Make timely and balanced disclosure
5.1	Companies should establish written policies designed to ensure compliance with the ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.	The directors are committed to keeping the market fully informed of material developments to ensure compliance with the ASX Listing Rules, the HKEx Listing Rules, and the Companies Act 1981 of Bermuda. At each Board meeting, specific consideration is given as to whether any matters should be disclosed under the Wah Nam's continuous disclosure policy. The directors have established written policies and procedures to ensure compliance with the disclosure requirements of the ASX Listing Rules and the HKEx Listing Rules, and to ensure accountability at a senior management level for that compliance. Wah Nam's disclosure policies are available on its website.
5.2	Companies should provide the information indicated in the Guide to reporting on Principle 5.	Wah Nam has a corporate governance section in its annual reports which will include a statement of any departures from Recommendations 5.1 or 5.2. Wah Nam's disclosure policies are available on its website.
6	Respect the rights of shareholders
6.1	Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.	The directors have established a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings. As well as ensuring timely and appropriate access to information for all investors via announcements to the ASX, Wah Nam will also ensure that all relevant documents are released on Wah Nam's website for the purpose of both stakeholders and shareholders. Copies of all corporate governance policies, charters and terms of references are freely available on Wah Nam's website. The Communications Strategy and Continuous Disclosure Policy includes a guideline to notices of meeting, in accordance withWahNam's Bye-laws, pursuant towhichWahNam is

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		required to give at least 21 days' notice of an annual general meeting or any special general meeting at which the passing of a special resolution is to be considered and at least 14 days' notice of all other special general meetings, unless that meeting is a continuation of a meeting which has previously been adjourned or a shorter notice period is so agreed in accordance with the Bye-laws. Appendix 14 of the HKEx Listing Rules recommends a company arrange for the notice to shareholders to be sent, in the case of annual general meetings, at least 20 clear Business Days before the meeting and to be sent at least 10 clear Business Days in the case of all other general meetings. The notice periods in Appendix 14 of the HKEx Listing Rules have not been adopted as the Directors believe that the notice periods in the Communications Strategy and Continuous Disclosure Policy and the Bye-laws provide Wah Nam with more flexibility and are more efficient which is beneficial to Shareholders.
6.2	Companies should provide the information in the Guide to reporting on Principle 6	Wah Nam has a corporate governance section in its annual reports which will include a statement of any departures from Recommendations 5.1 and 5.2. The Charters and Policies are available on Wah Nam's website.
7	Recognise and manage risk
7.1	Companies should establish policies for the oversight and management and management of material business risks and disclose a summary of those policies	Wah Nam has established a Risk Management Committee, and Audit Committee and a Health, Safety, Environment and Sustainability Committee for the purposes of overseeing, monitoring and managing all material business risks. The committees must regularly report to the Board on compliance with any risk, audit and health, safety, environment and sustainability policies and protocols in place at the time. A copy of the Risk Management Committee, Audit Committee and Health, Safety, Environment and Sustainability Committee Terms of reference are available on Wah Nam's website.
7.2	The Board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the	See above

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	company's management of its material business risks
7.3	The Board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) with that declaration provided in accordance with section 295A of the Corporations Act 2001 (Cth) (Corporations Act) is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.	Although Wah Nam is not required to comply with section 295A of the Corporations Act (being a company incorporated in Bermuda), the directors require the chief executive officer and financial controller to state in writing to the Board that: (c) Wah Nam's financial reports present a true and fair view, in all material respects, of the Company's financial condition and operational results, and are in accordance with the relevant accounting standards; (d) the above statement is founded on a sound system of risk management and internal compliance and control which implements the policies established by the Board; and (e) Wah Nam's risk management and internal control systems are operating efficiently and effectively in all material respects.
7.4	Companies should provide the information indicated in the Guide to reporting on Principle 7.	Wah Nam has a corporate governance section in its annual reports which will include a statement of any departures from Recommendations 7.1, 7.2 and 7.3. A copy of the Risk Management Committee, Audit Committee and Health, Safety, Environment and Sustainability Committee Terms of reference are available on Wah Nam's website.
8	Remunerate fairly and responsibly
8.1	The Board should establish a remuneration committee	The Board has established a Remuneration and Performance Committee comprising a majority of independent non-executive Directors. The Remuneration and Performance Committee's duties and responsibilities are set out in the terms of reference and include: (a) evaluating the Board's performance and the performance of individual directors; and (b) reviewing and making recommendations to the Board in respect of director's and senior management's remuneration.
8.2	The remuneration	Wah Nam's Remuneration and Performance Committee

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	committee should be structured so that it: • consists of a majority of independent directors; • is chaired by an independent chair; • has at least 3 members	comprises a majority of independent non-executive directors. Wah Nam's Wah Nam's Remuneration and Performance Committee comprises of 5 directors and 3 of these, Mr Lau Kwok Kuen Eddie, Mr Uwe Henke Von Parpart, Mr Yip Kwok Cheung Danny, are independent. At present Mr Lau Kwok Kuen, Eddie is the chairman of this committee.
8.3	Companies should clearly distinguish the structure of non-executive directors' remuneration from that of executive directors and senior executives.	The terms of reference in respect of the Remuneration and Performance Committee distinguishes the structure of the non- executive directors' remuneration from that of executive directors and senior executives. The Board is determined to attract and retain high calibre non-executive directors to work with Wah Nam, and to save on the cash output as salary payment by cash. Accordingly, the structure of the non- executive directors' remuneration allows for remuneration in the form of scheme options, granted under the share option scheme. For further information regarding the scheme options and share option scheme, please see section 11.5 and 11.8 of the Prospectus. The Remuneration and Performance Committee may obtain information from and consult with external professional advisers if it considers it is appropriate.
8.4	Companies should provide the information indicated in the Guide to reporting on Principle 8.	Wah Nam has a corporate governance section in its annual reports which will include a statement of any departures from Recommendations 8.1, 8.2, 8.3 and 8.4. The Terms of Reference in respect of the Remuneration and Performance Committee is available on Wah Nam's website.

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