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Level 12, 141 Walker Street North Sydney NSW 2060 Australia Telephone: +61 2 8923 6866 Facsimile: +61 2 8923 6877 worleyparsons.com WorleyParsons Limited ABN 17 096 090 158

27 August 2014

Manager, Market Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

WORLEYPARSONS LIMITED (WOR) APPENDIX 4G AND CORPORATE GOVERNANCE STATEMENT

Please find attached the Appendix 4G and Corporate Governance Statement in accordance with Listing Rules 4.7.3 and 4.10.3.

Yours faithfully WorleyParsons

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Peter Janu Company Secretary & General Counsel Corporate

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

WorleyParsons Limited

ABN/ARBN	ABN/ARBN	Financialyear ended
17 096 090 158		30 June 2014

Our Corporate Governance Statement[2] for the above period above can be found at:[3]

 these pages of our annual report: _________

 this URL on our website:

http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGovernance.aspx

The Corporate Governance Statement is accurate and up to date as at 26 August 2014 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date here: 27 August 2014 Sign here: _______ Company Secretary

Print name: Peter Janu

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 1– LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR  at this location: _________ Insert location here … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): at this location: On pages 7 and 8 of our Corporate Governance Statement and in our Board Charter. That charter may be accessed at: http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGoverna nce.aspx	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re- elect a director.	… the fact that we follow this recommendation: in our Corporate Governance StatementAND at this location: We provide security holders with all material information in our possession relevant to a decision on whether or not to elect or re-election a director in our Notices of Meeting for our Annual General Meetings. Those notices may be accessed at: http://www.worleyparsons.com/InvestorRelations/AGM/Pages/default.aspx	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: in our Corporate Governance Statement  at this location: _______ Insert location here	OR __	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: in our Corporate Governance Statement  at this location: _______ Insert location here	OR __	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or	… the fact that we have a diversity policy that complies with paragraph (a):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and a copy of our diversity policy or a summary of it: at this location: http://www.worleyparsons.com/AboutUs/corporateresponsibility/Pages/defaul t.aspx … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: in our Corporate Governance StatementOR  at this location: ______ _Insert location here … and the information referred to in paragraphs (c)(1) or (2):		an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable Note: Our Diversity and Inclusion Policy was amended during the year ended 30 June 2014 (the “Reporting Period”) to bring our practices in line with ASX Recommendation 1.5(a). However, we have followed the remainder of recommendation 1.5 in full for the whole of the Reporting Period.

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	(2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	in our Corporate Governance StatementOR  at this location: _________ Insert location here
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and the information referred to in paragraph (b): in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and the information referred to in paragraph (b): in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

Corporate Governance Council We have followed the recommendation in full for the whole of the period We have NOT followed the recommendation above. We have disclosed … recommendation in full for the whole of the period above. We have disclosed …

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …

PRINCIPLE 2- STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and a copy of the charter of the committee: at this location: http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGovernanc e.aspx … and the information referred to in paragraphs (4) and (5): in our Corporate Governance Statement for members of the committeeAND at this location: The number of times the committee met throughout the period and the individual attendances of members may be found on page 56 of our 2014 Annual Report. That report may be accessed at: http://www.worleyparsons.com/InvestorRelations/reports/Pages/default.aspx [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively:  in our Corporate Governance StatementOR  at this location: ______ _Insert location here	an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable Note: The Chairman of our Nominations Committee is not an independent director. However, we have followed the remainder of the recommendation in full for the whole of the Reporting Period.

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: in our Corporate Governance Statement  at this location: _______ Insert location here	OR __	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … where applicable, the information referred to in paragraph (b): in our Corporate Governance StatementOR  at this location: ______ _Insert location here … the length of service of each director:  in our Corporate Governance StatementOR at this location: pages 59 and 60 of our 2014 Annual Report. That report may be accessed at: http://www.worleyparsons.com/InvestorRelations/reports/Pages/default.aspx		 an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR  at this location: _________ Insert location here		 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable Note: The Chairman of our Board is not an independent director. However, we have followed the remainder of the recommendation in full for the whole of the Reporting Period.
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it:  in our Corporate Governance StatementOR at this location: http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGovernance. aspx	 an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2)is chaired byan independent director,	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): in our Corporate Governance StatementOR  at this location: _________	 an explanation why that is so in our Corporate Governance Statement

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	Insert location here … and a copy of the charter of the committee: at this location: http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGovernance. aspx … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance StatementOR at this location: Relevant qualifications and experience of committee members may be found on pages 59 and 60 of our 2014 Annual Report. The number of times the committee met throughout the period and the individual attendances of members may be found on page 56 of our 2014 Annual Report. That report may be accessed at: http://www.worleyparsons.com/InvestorRelations/reports/Pages/default.aspx [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner:  in our Corporate Governance StatementOR  at this location: _________ Insert location here

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: in our Corporate Governance Statement  at this location: _______ Insert location here	OR __	 an explanation why that is so in our Corporate Governance Statement
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: in our Corporate Governance Statement  at this location: _______ Insert location here	OR __	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it:  in our Corporate Governance StatementOR at this location: http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGovernance. aspx		 an explanation why that is so in our Corporate Governance Statement

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: at this location: http://www.worleyparsons.com/AboutUs/Pages/default.aspx http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGovernance. aspx	 an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 7– RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1)has at least three members,a majority	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): in our Corporate Governance StatementOR	 an explanation why that is so in our Corporate Governance Statement

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	 at this location: ______ Insert location here_ … and a copy of the charter of the committee: at this location: http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGovernance. aspx … and the information referred to in paragraphs (4) and (5): in our Corporate Governance Statement for the members of the committee AND at this location: The number of times the committee met throughout the period and the individual attendances of members may be found on page 56 of our 2014 Annual Report. That report may be accessed at: http://www.worleyparsons.com/InvestorRelations/reports/Pages/default.aspx [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework:  in our Corporate Governance StatementOR  at this location: ______ _Insert location here

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs;OR (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: in our Corporate Governance StatementOR  at this location: ______ Insert location here_ [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes:  in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance Statement

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: in our Corporate Governance StatementAND at this location: The Corporate Governance Statement refers readers to the Risk section of our Operating and Financial Review. That section may be found on pages 48 and 49 of our 2014 Annual Report. That report may be accessed at: http://www.worleyparsons.com/InvestorRelations/reports/Pages/default.aspx	 an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): in our Corporate Governance StatementOR  at this location: _________ Insert location here … and a copy of the charter of the committee: at this location: http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGovernance. aspx … and the information referred to in paragraphs (4) and (5): in our Corporate Governance Statement for the members of the committee AND at this location: The number of times the committee met throughout the period and the individual attendances of members may be found on page 56 of our 2014 Annual Report. That report may be accessed at:	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
		http://www.worleyparsons.com/InvestorRelations/reports/Pages/default.aspx [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive:  in our Corporate Governance StatementOR  at this location: _________ Insert location here
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives:  in our Corporate Governance StatementOR at this location: Those policies and practices are disclosed in the Remuneration Report set out on pages 61 to 76 of our 2014 Annual Report. That report may be accessed at: http://www.worleyparsons.com/InvestorRelations/reports/Pages/default.aspx	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: in our Corporate Governance StatementAND at this location: Our Securities Dealing Policy discloses our policy regarding entry into transactions which limit the economic risk of participating in our equity-based remuneration scheme and may be accessed at: http://www.worleyparsons.com/InvestorRelations/Pages/CorporateGovernance. aspx	 an explanation why that is so in our Corporate Governance StatementOR  we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR  we are an externally managed entity and this recommendation is therefore not applicable

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b):  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Statement 2014

WorleyParsons Corporate Governance Statement 2014

Corporate Governance Statement

INTRODUCTION

The Board of Directors of WorleyParsons Limited (Board) strives to ensure that WorleyParsons Limited (Company) and the entities it controls (Group) meet high standards of safety, performance and governance. The Group recognizes that it has responsibilities to its shareholders, customers, personnel and suppliers as well as to the communities in which it operates.

The Board has ultimate authority over, and oversight of, the Group and regards corporate governance as a critical element in achieving the Group’s objectives. Accordingly, the Board has adopted appropriate charters, codes and policies and established a number of committees (Committees or Board Committees) to discharge its duties.

The Corporate Governance page in the Investor Relations section of the Group’s website (http://www.worleyparsons.com/ InvestorRelations/Pages/CorporateGovernance.aspx) contains most of the charters, codes and policies which are referred to in this statement (or a summary of them). These documents are periodically reviewed and enhanced where necessary to take

account of changes in the law and governance practices. The Group’s governance systems meet the requirements of the Corporations Act 2001 (Act) and the Listing Rules of the Australian Securities Exchange (ASX Listing Rules and ASX respectively).

The Company has chosen to early adopt the 3rd Edition of the Corporate Governance Principles and Recommendations released in March 2014 by the ASX Corporate Governance Council (ASX Recommendations).

As required by the ASX Listing Rules, this statement discloses the extent to which the Company has followed the ASX Recommendations during the reporting period comprising the year ended 30 June 2014 (Reporting Period). Except where otherwise explained, the Company followed all of the ASX Recommendations during the Reporting Period.

The following table indicates where specific ASX Recommendations are dealt with in this statement:

InvestorRelations/Pages/CorporateGovernance.aspx) contains most of the charters, codes and policies which are referred to in this statement (or a summary of them). These documents are periodically reviewed and enhanced where necessary to take Recommendations during the Reporting Period. The following table indicates where specifc ASX Recommendations are dealt with in this statement:	InvestorRelations/Pages/CorporateGovernance.aspx) contains most of the charters, codes and policies which are referred to in this statement (or a summary of them). These documents are periodically reviewed and enhanced where necessary to take Recommendations during the Reporting Period. The following table indicates where specifc ASX Recommendations are dealt with in this statement:
PRINCIPLES AND RECOMMENDATIONS		SECTION
Principle 1: Lay solid foundations for management and oversight
1.1	A listed entity should disclose:	2.1 and 2.2
	a) the respective roles and responsibilities of its board and management; and
	b)those matters expresslyreserved to the board and those delegated to management.
1.2	A listed entity should:	2.4
	a) undertake appropriate checks before appointing a person, or putting forward to security holders a
	candidate for election, as a director; and
	b) provide security holders with all material information in its possession relevant to a decision on
	whether or not to elect or re-elect a director.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the	1.3 and 1.8
	terms of their appointment.
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on	1.7
	all matters to do with theproper functioningof the board.
1.5	A listed entity should:	3.8
	a) have a diversity policy which includes requirements for the board or a relevant committee of the board
	to set measurable objectives for achieving gender diversity and to assess annually both the objectives
	and the entity’s progress in achieving them;
	b) disclose that policy or a summary of it; and
	c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity
	set by the board or a relevant committee of the board in accordance with the entity’s diversity policy
	and its progress towards achieving them, and either:
	1. the respective proportions of men and women on the board, in senior executive positions
	and across the whole organization (including how the entity has defned “senior executive” for
	these purposes); or
	2. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s
	most recent “Gender EqualityIndicators”, as defned in andpublished under that Act.
1.6	A listed entity should:	1.8
	a) have and disclose a process for periodically evaluating the performance of the board, its committees
	and individual directors; and
	b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the
	reporting period in accordance with thatprocess.
1.7	A listed entity should:	1.8
	a) have and disclose a process for periodically evaluating the performance of its senior executives; and
	b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the
	reporting period in accordance with that process.

WorleyParsons Corporate Governance Statement 2014

PRINCIPLES AND RECOMMENDATIONS

SECTION

Principle 2: Structure the board to add value	Principle 2: Structure the board to add value
2.1	The board of a listed entity should:	2.4
	a) have a nomination committee which:
	1. has at least three members, a majority of whom are independent directors; and
	2. is chaired by an independent director,
	and disclose:
	3. the charter of the committee;
	4. the members of the committee; and
	5. as at the end of each reporting period, the number of times the committee met throughout the
	period and the individual attendances of the members at those meetings; or
	b) if it does not have a nomination committee, disclose that fact and the processes it employs to address
	board succession issues and to ensure that the board has the appropriate balance of skills, knowledge,
	experience, independence and diversity to enable it to discharge its duties and responsibilities
	effectively.
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that	1.3
	the board currentlyhas or is lookingto achieve in its membership.
2.3	A listed entity should disclose:	1.2 and 1.4
	a) the names of the directors considered by the board to be independent directors;
	b) if a director has an interest, position, association or relationship of the type described in Box 2.3
	(which appears on page 16 of the ASX Recommendations and is entitled “Factors relevant to assessing
	the independence of a director”), but the board is of the opinion that it does not compromise the
	independence of the director, the nature of the interest, position, association or relationship in
	question and an explanation of why the board is of that opinion; and
	c)the length of service of each director.
2.4	A majorityof the board of a listed entityshould be independent directors.	1.4
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be	1.4
	the sameperson as the chief executive offcer of the entity.
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional	1.3
	development opportunities for directors to develop and maintain the skills and knowledge needed to
	perform their role as directors effectively.
Principle 3: Act ethically and responsibly
3.1	A listed entity should:	3.1
	a) have a code of conduct for its directors, senior executives and employees; and
	b) disclose that code or a summary of it.
Principle 4: Safeguard integrity in corporate reporting
4.1	The board of a listed entity should:	2.4
	a) have an audit committee which:
	1. has at least three members, all of whom are non-executive directors and a majority of whom are
	independent directors; and
	2. is chaired by an independent director, who is not the chair of the board,
	and disclose:
	3. the charter of the committee;
	4. the relevant qualifcations and experience of the members of the committee; and
	5. in relation to each reporting period, the number of times the committee met throughout the
	period and the individual attendances of the members at those meetings; or
	b) if it does not have an audit committee, disclose that fact and the processes it employs that
	independently verify and safeguard the integrity of its corporate reporting, including the processes
	for the appointment and removal of the external auditor and the rotation of the audit engagement
	partner.
4.2	The board of a listed entity should, before it approves the entity’s fnancial statements for a fnancial	3.3
	period, receive from its chief executive offcer and chief fnancial offcer a declaration that, in their
	opinion, the fnancial records of the entity have been properly maintained and that the fnancial state-
	ments comply with the appropriate accounting standards and give a true and fair view of the fnancial po-
	sition and performance of the entity and that the opinion has been formed on the basis of a sound system
	of risk management and internal control which is operatingeffectively.
4.3	A listed entity that has an annual general meeting should ensure that its external auditor attends its	3.6
	annual general meeting and is available to answer questions from security holders relevant to the audit.

WorleyParsons Corporate Governance Statement 2014

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	SECTION
Principle 5: Make timely and balanced disclosure
5.1	A listed entity should:	3.5
	a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules;
	and
	b) disclose that policy or a summary of it.
Principle 6: Respect the rights of security holders
6.1	A listed entityshouldprovide information about itself and itsgovernance to investors via its website.	3.6
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way	3.6
	communication with investors.
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage	3.6
	participation at meetings of securityholders.
6.4	A listed entity should give security holders the option to receive communications from, and send	3.6
	communications to, the entity and its security registry electronically.
Principle 7: Recognize and manage risk
7.1	The board of a listed entity should:	2.4
	a) have a committee or committees to oversee risk, each of which:
	1. has at least three members, a majority of whom are independent directors; and
	2. is chaired by an independent director,
	and disclose:
	3. the charter of the committee;
	4. the members of the committee; and
	5. as at the end of each reporting period, the number of times the committee met throughout the
	period and the individual attendances of the members at those meetings; or
	b) if it does not have a risk committee or committees that satisfy a) above, disclose that fact and the
	processes it employs for overseeingthe entity’s risk management framework.
7.2	The board or a committee of the board should:	3.3
	a) review the entity’s risk management framework at least annually to satisfy itself that it continues to
	be sound; and
	b)disclose, in relation to each reporting period, whether such a review has takenplace.
7.3	A listed entity should disclose:	3.4
	a) if it has an internal audit function, how the function is structured and what role it performs; or
	b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and
	continuallyimprovingthe effectiveness of its risk management and internal controlprocesses.
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social	3.3
	sustainability risks and, if it does, how it manages or intends to manage those risks.
Principle 8: Remunerate fairly and responsibly
8.1	The board of a listed entity should:	2.4
	a) have a remuneration committee which:
	1. has at least three members, a majority of whom are independent directors; and
	2. is chaired by an independent director,
	and disclose:
	3. the charter of the committee;
	4. the members of the committee; and
	5. as at the end of each reporting period, the number of times the committee met throughout the
	period and the individual attendances of the members at those meetings; or
	b) if it does not have a remuneration committee, disclose that fact and the processes it employs for
	setting the level and composition of remuneration for directors and senior executives and ensuring
	that such remuneration is appropriate and not excessive.
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-	3.7
	executive directors and the remuneration of executive directors and other senior executives.
8.3	A listed entity which has an equity based remuneration scheme should:	3.2
	a) have a policy on whether participants are permitted to enter into transactions (whether through the
	use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and
	b)disclose thatpolicyor a summaryof it.

The Group recognizes that responsible, sustainable corporate performance is essential to the long term success of its business and desirable to all of its stakeholders. The Group’s Corporate Responsibility statement can be found on page 50 of the Company’s Annual Report for the year ended 30 June 2014 (Annual Report). A copy of the Annual Report is available from the Company Reports page in the Investor Relations section of the Group’s website (http://www.worleyparsons.com/InvestorRelations/reports/ Pages/default.aspx).

WorleyParsons Corporate Governance Statement 2014

PART 1 – COMPOSITION AND GOVERNANCE POLICIES OF THE BOARD

Relevant policies and charters (see http://www.worleyparsons.

com/InvestorRelations/Pages/CorporateGovernance.aspx ) - Board Charter

1.1 COMPOSITION PRINCIPLES

The Board’s composition is determined in accordance with the following principles, the Company’s Constitution and relevant governance requirements:

the Board should comprise at least three members and maintain a majority of independent directors;
the positions of Chairman and Chief Executive Officer (CEO) must be held by separate persons;
the Chairman must always be a non-executive director;
the Board should comprise directors with an appropriate range and mix of skills, experience, expertise and diversity;
the performance of the Board, its Committees and its members should be reviewed annually and objectively; and
all directors (except the CEO) must submit themselves for re-election at regular intervals, and at least every three years.

1.2 MEMBERSHIP

The membership of the Board complies with the composition principles outlined above. The directors of the Company during the Reporting Period were:

NAME	POSITION
John Grill	Chairman and Non-Executive
	Director

Ron McNeilly	Deputy Chairman, Lead Inde- pendent Director and Non- Executive Director
LarryBenke	Non-Executive Director
Erich Fraunschiel	Non-Executive Director
John M Green	Non-Executive Director
Christopher Haynes	Non-Executive Director
Catherine Livingstone	Non-Executive Director
JB McNeil	Non-Executive Director
	(until 3 April 2014)
Wang Xiao Bin	Non-Executive Director
Andrew Wood	Chief Executive Offcer and Executive Director

Details of each director’s qualifications, special responsibilities, skills, expertise and experience (including the period of office held by each director) are contained in the profiles included on pages 59 and 60 of the Annual Report.

During the Reporting Period:

JB McNeil retired as a director on 3 April 2014; and
all other directors served as directors for the entire Reporting Period.

1.3 APPOINTMENT, INDUCTION AND TRAINING

In considering the nominations and appointments of directors, the Board seeks to ensure that its membership is such that each director:

is a person of integrity who will observe the Group’s Code of Conduct;
has sufficient abilities and time available to perform their role effectively;
brings an independent and questioning mind to their role;
enhances the breadth and depth of skills and knowledge of the Board as a whole; and
enhances the experience and diversity of the Board as a whole.

While recognizing that each director will not necessarily have experience in each of the following areas, the Board seeks to ensure that its membership includes an appropriate mix of directors with experience in engineering, relevant industry sectors, general management and finance.

A summary of the directors’ skills and experience as relevant to the Group as at the end of the Reporting Period is set out below:

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SKILLS AND EXPERIENCE (out of 9 directors)
Leadership and Governance
Leadership 9
Corporate Governance 8
Strategy 9
Operations
Health and Safety 5
Engineering 4
Project Delivery 5
Sector Experience
Hydrocarbons 6
Minerals, Metals & Chemicals 5
Infrastructure 4
Geographic Experience
Asia Pacific 7
Latin America 3
North America 7
Sub-Saharan Africa 2
Europe/Middle East/North Africa 8
Finance and Risk
Accounting 5
Finance 8
Acquisitions 9
Risk Management 9
People
Human Resources 7
Technology
Technology 4
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The Board’s Nominations Committee sets and reviews the criteria for new director appointments having regard to the overall composition of the Board.

WorleyParsons Corporate Governance Statement 2014

The following graphs depict the diversity of our directors as at the end of the Reporting Period:

TERTIARY QUALIFICATIONS

INDUSTRY EXPERIENCE

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RESIDENCY

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Engineering/Science
Commerce/Accounting
Law
Other
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GENDER

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Engineering
Oil and Gas
Finance
Science and Technology
Mining
Manufacturing
Power
Legal Services
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Australia
Canada
China
United Kingdom
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Men Women

Each non-executive director receives a letter formalizing their appointment and that letter outlines the key terms and conditions of their appointment. The executive director (CEO) has a written position description and a service contract.

Director induction and professional development processes are incorporated into the Board program. Directors are encouraged, and are given the opportunity, to broaden their knowledge of the Group’s business by visiting offices in different locations and to remain abreast of developments impacting the business.

During the Reporting Period, the Board visited offices in the Middle East. In addition, each non-executive director conducted a safety-awareness visit to at least one of the Group’s project sites during the Reporting Period and in total 14 such nonexecutive director visits took place during the Reporting Period. Non-executive directors visited project sites in Australia, Canada, Oman, Qatar and Saudi Arabia. In addition, the CEO visited 10 project sites in six countries during the Reporting Period.

type of interest (e.g. as shareholder, advisor, supplier or customer). In addition, at each Board meeting, the Board reviews each nonexecutive director’s independence. This maintains the integrity of the Board’s ongoing assessment as to the independence of each non-executive director.

The Board recognizes that the accounting standards provide a useful guide as to what is or is not material in a quantitative sense. The accounting standards define materiality as an interest of more than 10% of the relevant base (whether revenue, equity or expenses). Any interests between 5% and 10% of the base are treated as potentially material, depending on the circumstances. Any interests below 5% are treated as being immaterial. However, the Board also applies a qualitative assessment to seek to ensure that a solely quantitative approach does not result in inappropriate decisions. The Board considers whether there are any circumstances which may affect the director’s interest and could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the Company’s best interests.

1.4 DIRECTOR INDEPENDENCE

The Board recognizes that, while various principles and factors are relevant in determining independence, true independence is a matter of judgment having regard to the particular circumstances. Accordingly, when the Board exercises its judgment in determining independence, it has regard to relationships between a director and the Group or between a director and third parties that may compromise the director’s independence.

The Board has considered the positions and relationships of each of the nine persons who were non-executive directors for all or part of the Reporting Period and has formed the view that eight of those nine persons were independent. The Board is of the opinion that therefore a majority of the Board was independent of the Group’s management and was free of any interest that may affect its free and unfettered judgment during the Reporting Period.

Mr John Grill

The Nominations Committee monitors and undertakes an annual assessment of each non-executive director’s independence. This assessment applies the ASX Recommendations, the Act and current corporate governance practice and adopts the definition of independence set out in the ASX Recommendations. Further, the Nominations Committee has regard to the materiality and

Mr Grill was appointed Chairman of the Board on 1 March 2013. Mr Grill was CEO of the entity that ultimately became WorleyParsons Limited from 1971 and held the position of CEO until 23 October 2012. Mr Grill is also a substantial shareholder of the Company. Accordingly, Mr Grill is not regarded as independent.

WorleyParsons Corporate Governance Statement 2014

Mr Ron McNeilly, Mr Erich Fraunschiel and Mr John M Green

While ASX Recommendation 2.5 provides that the Chairman should be independent, the Board carefully assessed Mr Grill’s appointment as Chairman and considered that there were a number of unique circumstances that made Mr Grill’s appointment appropriate. Almost every one of the Group’s global industry peers is chaired by a former Chief Executive Officer demonstrating the ongoing importance of strong industry and customer relationships in the Group’s industry. The Board wished to retain the benefit of Mr Grill’s close relationships with major global customers and his extensive industry experience. The Board also considered the fact that Mr Grill is a substantial shareholder, which aligns his interests with those of all other shareholders.

Consistent with the ASX Recommendations, on Mr Grill’s appointment as Chairman, the Board created the role of Lead Independent Director. Appointing a Lead Independent Director seeks to ensure that the views of independent directors are effectively raised and considered by the Board.

The Lead Independent Director provides leadership and support to the other independent directors in relation to matters that uniquely concern them as independent directors. The Lead Independent Director also, together with the Chairman, ensures that conflicts of interest on the Board (whether actual or potential) are identified and managed appropriately. The Lead Independent Director will call and chair at least four meetings of independent directors each calendar year (at which neither the Chairman nor members of senior management are present) for the purposes of discussing matters relevant to the Board’s business and responsibilities. Six such meetings were held during the Reporting Period.

Dr Christopher Haynes and Mr Erich Fraunschiel

Dr Haynes, the Chairman of the Company’s Health, Safety and Environment Committee, is a non-executive director of Woodside Petroleum Limited (Woodside), which is a customer of the Group. Mr Fraunschiel, the Chairman of the Company’s Audit and Risk Committee, was also a non-executive director of Woodside, until 28 February 2013. The Board considers each of Dr Haynes and Mr Fraunschiel to be independent after applying the principles stated above, given the percentage of total revenue and total gross margin the Group earned from Woodside was less than the 5% threshold stated above, during the Reporting Period.

In the Board’s opinion, the judgment of each of Dr Haynes and Mr Fraunschiel is not impaired or conflicted even though Dr Haynes is, and Mr Fraunschiel was, a non-executive director of Woodside. The Board also notes that as a practical matter, both of those directors exercise independent judgment in the best interests of the Company without direction from Woodside and neither of them receives or received any remuneration other than director’s fees from either the Company or Woodside.

Mr Larry Benke

Mr Benke was appointed a non-executive director on the day after resigning as an executive of the Group on 30 June 2010. The Board has determined that from 1 July 2013 (i.e. for the entire Reporting Period), Mr Benke should be regarded as independent on the basis of:

his relatively short period of employment with the Group prior to his appointment to the Board;
the Board’s assessment of the extent to which Mr Benke’s previous employment with the Group has impacted on, or could be perceived to impact on, his independence; and
the time that has elapsed since he ceased employment with the Group.

Mr McNeilly, Mr Fraunschiel and Mr Green have each been nonexecutive directors of the Company for more than 11 years. In addition, Mr Green was a member of the Company’s advisory board for nine years before the Company listed.

During the Reporting Period, the Board reviewed the independence of each of these directors and concluded that each director was independent. The Board has determined that each of these directors is free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect, their capacity to bring an independent judgment to bear on issues before the Board and to act in the best interests of the Company and its shareholders generally. In particular, the Board is of the view that, despite the number of years each has been a nonexecutive director and, in Mr Green’s case, a member of the Company’s advisory board, none of these directors has become so close to management that they are unable to exercise independent judgment in the best interests of the Company and its shareholders generally.

1.5 NOTIFICATION OF INTERESTS AND TREATMENT OF CONFLICTS

Directors are required to notify the Chairman of any contracts, offices (including other directorships) held, and interests in other companies or transactions which might involve a real or potential conflict and at each Board meeting directors declare any conflicts or changes to their independence. In the event of such a conflict, the Board acts appropriately and takes minutes of its actions. The Board Charter sets out the process that the Company applies if a conflict arises for one or more of its directors. In particular, a director who has a conflict with respect to a matter will not, without the Chairman’s approval, receive relevant Board papers, or be present during any discussion or vote on that matter. In the event that the Chairman has a conflict, the Lead Independent Director’s approval is required.

Neither Dr Haynes nor Mr Fraunschiel has received any relevant Board papers, been present during any discussion nor voted on any matter concerning Woodside.

1.6 INDEPENDENT ADVICE

Each director is entitled to take independent professional advice at the Company’s expense, with the prior approval of the Chairman. In the case of the Chairman, the approval of the Lead Independent Director is required.

1.7 COMPANY SECRETARY

Under the Board Charter, the appointment, performance review and, where appropriate, the removal of the Company Secretary is a key responsibility of the Board. As a result, the Company Secretary is accountable directly to the Board, through the Chairman, including on all matters to do with the proper functioning of the Board.

1.8 PERFORMANCE REVIEW

The Group encourages excellence from all its personnel and the directors recognize that the performance of all personnel, including directors, is enhanced by a structured performance review process.

Review of Board performance

There is a review of Board and Committee performance, policies and practice every 12 months. The review includes:

comparing performance against agreed relevant criteria; and
examining the Board’s and the Committees’ effectiveness and composition.

WorleyParsons Corporate Governance Statement 2014

The relevant criteria against which the performance of the Board and its Committees is assessed include the following:

monitoring of business performance;

During the Reporting Period, the Nominations Committee conducted a review of the director standing for re-election at the 2014 annual general meeting.

regulatory compliance;
strategy formulation; and
succession planning.

In addition, informal reviews are conducted as necessary and any director may suggest that the Board conduct an additional formal review earlier than the regular annual review.

A Board and Committee evaluation took place during the Reporting Period in accordance with this process. This evaluation was conducted by the Chairman in the form of individual interviews with each non-executive director. The interviews covered matters such as the director’s individual contribution, Board and Board Committee performance and the functioning of the Board and Board Committee processes. The overall outcomes of the one-on-one interviews were discussed by the Board as well as measures to be taken to improve the effectiveness and efficiency of the Board and Committees, including improvements to certain reporting and analysis received by the Board and changes to the programs of the Board and Committees to adjust their focus on particular areas.

Review of senior management performance

The Board establishes performance criteria for the CEO and conducts a performance review of the CEO at least annually. The Board is advised on these matters by the Nominations Committee.

In turn, the CEO conducts annual performance reviews of other senior executives, which inform senior executives’ remuneration packages, and reports on their performance to the Remuneration Committee.

Each senior executive, including the CEO, has a written position description and a service contract.

The relevant criteria against which the performance of the CEO and the other senior executives is assessed include:

financial criteria relevant to the individual’s responsibilities and influence; and
personal performance indicators referable to achieving the objectives of their role.

In addition, the Nominations Committee evaluates the performance of individual directors as those directors become eligible for election and re-election, as part of its assessment of whether the Board should support the relevant election or re-election.

The performance and remuneration of the CEO and the other senior executives were reviewed in this manner during the Reporting Period.

Relevant policies and charters (see http://www.worleyparsons.

com/InvestorRelations/Pages/CorporateGovernance.aspx )

Board Charter
Audit and Risk Committee Charter

earnings guidance, acquisitions, divestments and capital raisings; and

approving entry into contracts in excess of the authority limits set out in the CEO’s Delegation of Authority.
Nominations Committee Charter
Remuneration Committee Charter
Health, Safety and Environment Committee Charter
- Continuous Disclosure Policy

2.1 BOARD ROLE AND RESPONSIBILITIES AND MATTERS RESERVED FOR THE BOARD

The Board’s role is to set strategic direction and policy for the Group for the benefit of the Company’s shareholders. The Board is accountable to shareholders for the Group’s performance.

The Board’s key responsibilities are set out in the Board Charter and include:

approving the Group’s strategic direction;
setting goals for and monitoring Group performance; • appointing the CEO;
overseeing the implementation of the Group’s risk management systems;
authorizing key Group policies; and
approving the Group’s annual and interim accounts.

Matters reserved to the Board are set out in the Board Charter, in corporate policies adopted by the Board from time to time and the CEO’s Delegation of Authority. Those matters include:

approving Group budgets and business plans;
approving significant acquisitions and divestments;
approving capital raisings, major borrowing or giving of security over assets;
determining what disclosure ought to be made regarding

2.2 SENIOR MANAGEMENT ROLE AND RESPONSIBILITIES AND MATTERS DELEGATED TO SENIOR MANAGEMENT The role of senior management is to deliver the strategic direction and goals determined by the Board.

Senior management is responsible for matters including:

the day-to-day management of the Group’s operations and finances;
reporting to the Board on matters including the Group’s operations and financial performance;
recommending Group strategy, budgets, plans, policies and risk management systems to the Board; and
determining Group policies, other than those reserved for the Board.

Matters delegated to senior management are set out in the Delegations of Authority given to the CEO and in turn to various other members of senior management. Those matters include the following, up to certain limits of authority:

approving entry into contracts under which the Group will provide services;
settling legal claims;
approving credit facilities;
approving the procurement of equipment and IT hardware and software;
approving entry into office leases; and
determining the extent to which foreign exchange exposures ought to be hedged.

WorleyParsons Corporate Governance Statement 2014

Management may also be delegated responsibility for other matters under the corporate policies adopted by the Board.

2.3 BOARD MEETINGS

The Board meets in person at least six times a year, with additional meetings and briefings held as required, usually by telephone. Senior executives are invited to attend certain Board meetings, even if they are not Board members. This provides a direct line of communication between the directors and management. Non-executive directors also meet at least six times a year without management. Details of the Board and Board Standing Committee meetings held during the Reporting Period and attendances at those meetings are set out on page 56 of the Annual Report.

2.4 BOARD COMMITTEES

The Board has established four standing Committees to ensure that it is well equipped to discharge its responsibilities and to assist the Board in carrying out its responsibilities: the Audit and Risk Committee; the Nominations Committee; the Remuneration Committee; and the Health, Safety and Environment Committee. Each of the Committees has a formal charter in place.

Each Committee is comprised of:

a non-executive director as Chairman;
only non-executive directors, the majority of whom are independent; and
at least three members.

Senior executives may attend Committee meetings upon invitation from the relevant Chairman.

Audit and Risk Committee

The Audit and Risk Committee assists the Board in overseeing the integrity of the Group’s financial reporting, risk management framework and internal controls. The Committee has an important role in supervising and monitoring the progress of both the Internal Audit and Risk Management functions. In addition, it manages the Group’s relationship with the external auditor, including:

the auditor’s appointment, evaluation and (if appropriate) removal; and
approval of the auditor’s engagement terms, fees and audit plan.

The Audit and Risk Committee also reviews and makes recommendations on the strategic direction, objectives and effectiveness of the Group’s financial and operational risk management processes. This includes considering the effectiveness of risk management processes, and compliance and internal control systems.

The Chairman of the Committee is an independent director who is not the Chairman of the Board. The following directors were members of the Audit and Risk Committee during the Reporting Period:

NAME	DURATION
Erich Fraunschiel	Whole Reporting Period
(Chairman)
Ron McNeilly	Whole ReportingPeriod
LarryBenke	From 7 April 2014
Catherine Livingstone	Whole Reporting Period
JB McNeil	Until 3 April 2014
Wang Xiao Bin	Whole Reporting Period

Details of the qualifications of the members of the Audit and

Risk Committee are set out in the Annual Report on pages 59 and 60. Details of the Audit and Risk Committee meetings held and attendances at those meetings are set out on page 56 of the Annual Report.

Nominations Committee

The Nominations Committee assists and advises the Board on matters relating to Board composition and performance, including director independence, and the CEO’s appointment, performance review and remuneration. The Committee reviews, assesses and advises the Board in relation to the necessary and desirable competencies of directors. It also oversees director selection and appointment.

All non-executive directors are members of the Nominations Committee.

NAME	DURATION
John Grill (Chairman)	Whole Reporting Period
Ron McNeilly	Whole Reporting Period
Larry Benke	Whole Reporting Period
Erich Fraunschiel	Whole Reporting Period
John M Green	Whole Reporting Period
Christopher Haynes	Whole Reporting Period
Catherine Livingstone	Whole Reporting Period
JB McNeil	Until 3 April 2014
Wang Xiao Bin	Whole Reporting Period

Details of the Nominations Committee meetings held and attendances at those meetings are set out on page 56 of the Annual Report.

Although ASX Recomendation 2.1 recommends that the Chairman of the Nominations Committee should be an independent director, the Board considers that Mr Grill is the appropriate non-executive director for this role. In the Board’s view, as Chairman of the Board, Mr Grill is also best placed to lead the Nominations Committee in performing its duties. Further, even though Mr Grill is not an independent director, his substantial shareholding aligns his interests with those of other shareholders.

The Nominations Committee and the Board consider the composition of the Board at least twice annually: when assessing the Board’s performance and when considering director election and re-election. In addition, the Nominations Committee also considers Board composition before appointing any new director and when when a director retires.

In considering whether the Board will support the election or re-election of incumbent directors, the Nominations Committee considers the skills, experience, expertise, diversity and contribution made to the Board by the director and the contribution that the director is likely to make if elected or reelected.

Following this assessment, the Nominations Committee will make a recommendation to the Board as to whether or not the Board should support the election or re-election of the director.

All material information in the Group’s possession that is relevant to the decision as to whether or not to elect or re-elect the director is provided to shareholders in the explanatory notes accompanying the notice of meeting for the annual general

WorleyParsons Corporate Governance Statement 2014

meeting at which the election or re-election is to be considered. When considering appointing new directors, the Nominations Committee assesses the range of skills, experience, expertise, diversity and other attributes from which the Board would benefit and the extent to which current directors possess such attributes. This assessment allows the Nominations Committee to provide the Board with a recommendation concerning the attributes for a new director, such that they balance those of existing directors. The Board considers the Nominations Committee’s recommendation and determines the attributes for which it is searching.

Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by directors) as appropriate. Following this assessment, the Nominations Committee will make a recommendation to the Board concerning the proposed appointment.

If the Board decides to continue the process, as a final step, all directors will meet with the proposed director. The Board will then make its final decision with regard to the appointment.

Remuneration Committee

The Remuneration Committee assists and advises the Board on matters relating to Board remuneration, and the performance and remuneration of the CEO’s direct reports. The Committee is responsible for ensuring that the Group has and observes coherent remuneration policies and practices which enable it to:

attract and retain executives, directors and other personnel who will create value for shareholders;
generate sustained business performance; and

Details of the Remuneration Committee meetings held and attendances at those meetings are set out on page 56 of the Annual Report.

Health, Safety and Environment Committee

The Health, Safety and Environment Committee assists the Board to fulfill its responsibility to oversee health, safety and environmental matters arising out of the Group’s activities.

It is responsible for making recommendations to the Board regarding:
the effectiveness of the resources and processes that the Group uses to manage health, safety and environmental risks and to comply with health, safety and environmental laws;
the Group’s and management’s respective performance with respect to health, safety and environment; and
the identity of independent third parties to be appointed to verify the effectiveness of the Group’s resources, process and performance with respect to health, safety and environment, along with the scope of their role and how frequently verification will be undertaken.

The following directors were members of the Health, Safety and Environment Committee during the Reporting Period:

	NAME	DURATION
	Christopher Haynes (Chairman) John Grill	Whole Reporting Period Whole Reporting Period
	Ron McNeilly Larry Benke	Whole Reporting Period Whole Reporting Period

support the Group’s objectives, goals and values.

Further details on the operation of the Committee are set out in the Remuneration Report on page 64 of the Annual Report.

The following directors were members of the Remuneration Committee during the Reporting Period:

NAME	DURATION
John M Green (Chairman)	Whole Reporting Period
John Grill Ron McNeilly	Whole Reporting Period Whole Reporting Period
JB McNeil	Until 3 April 2014

Details of the Health, Safety and Environment Committee meetings held and attendances at those meetings are set out on page 56 of the Annual Report.

2.5 DISCLOSURE COMMITTEE

The Continuous Disclosure Policy establishes a Disclosure Committee. The role of the Disclosure Committee is to consider matters which are potentially material and price sensitive and to determine whether those matters are required to be disclosed to the market.

The Disclosure Committee comprises the CEO or the Chief Financial Officer (CFO), the Company Secretary and at least one non-executive director. The Board considers any major disclosure matters such as results, profit guidance and major acquisitions.

PART 3 – GOVERNANCE POLICIES APPLYING TO THE GROUP

Relevant policies and charters (see http://www.worleyparsons.

com/InvestorRelations/Pages/CorporateGovernance.aspx )

Code of Conduct
Securities Dealing Policy

expected of them. The Code has been translated into Arabic, Bahasa Indonesian, Bahasa Malay, Bulgarian, French, Hindi, Kazakh, Mandarin, Norwegian, Polish, Portuguese, Russian, Spanish, Tagalog, Thai and Vietnamese.

Continuous Disclosure Policy
Corporate Risk Management Policy
- Corporate Responsibility Statement
Diversity and Inclusion Policy

3.1 ETHICAL DECISION MAKING – THE CODE OF CONDUCT

The Board has published various policies and codes to promote the Group’s approach to ethical and responsible decision making. The Group’s Code of Conduct (Code) guides the Group’s personnel, including directors, as to the standards of behavior

While the Code seeks to prescribe standards of behavior for all Group personnel to observe, it does not, and understandably cannot, identify every ethical issue that an individual might face. The Code’s objective is to provide a benchmark for professional and personal behavior throughout the Group, to safeguard the Group’s reputation and to make clear the consequences of breaching the Code.

The Code deals with many ethical issues, including the importance of:

WorleyParsons Corporate Governance Statement 2014

a safe and harassment-free workplace;
good corporate citizenship and compliance with laws;
professional integrity (including avoiding conflicts of interest); and
protection of the Group’s reputation, assets, resources, information and records.
All Group personnel:
receive a copy of the Code and training in relation to it when they start with the Group and thereafter on an annual basis; and
can access the Code from the Group’s intranet or request a copy from their local People group representative.

3.2 SECURITIES DEALING POLICY

The Board has approved a Securities Dealing Policy that applies to all the Group’s personnel, including directors. The policy is designed to:

explain the type of conduct in relation to dealings in securities that is prohibited under the relevant law and by the Group, including insider trading; and
establish a procedure for buying, selling or otherwise dealing in the Company’s securities that prohibits dealing by personnel and their associates during specified closed periods without prior approval from the Chairman of the Audit and Risk Committee, Chairman of the Board, CEO or Company Secretary, as appropriate. Such approval will only be granted in exceptional circumstances.

The Act prohibits members of the Group’s key management personnel and their closely related parties from hedging any performance rights that they have been granted under the WorleyParsons Performance Rights Plan. Under the Group’s Securities Dealing Policy, all personnel and their associates are prohibited from hedging any performance rights that they hold and they are also prohibited from hedging any shares that they hold that are subject to transfer restrictions or any minimum holding requirements.

Hedging includes entering into any transaction or arrangement in financial products which operates to limit the economic risk of a security holding in the Company, including equity swaps and contracts for difference.

3.3 MANAGEMENT OF MATERIAL BUSINESS RISKS

The Group has a Corporate Risk Management Policy and Risk and Assurance framework. The Board requires management to design and implement risk management and internal control systems to identify, assess and manage the Group’s material business risks and report to it on whether those risks are being managed effectively. The Risk and Assurance framework describes the objectives, strategies, resources and responsibilities for managing risk and how assurance is provided to the Board and management in relation to compliance and effectiveness.

The Group’s risk management approach is based on the International Standard ISO 31000:2009 Risk management – Principles and guidelines. This approach adopts best practice in risk management insofar as it relates to the Group’s requirements. The Group’s Risk Management systems are mature and embedded throughout the operations via the Group’s Enterprise Management System.

A strategic and operational Corporate Risk Management report is prepared and analyzed by both management and the Board twice a year. The Board received reports from management on the effectiveness of the Group’s management of material business risks during the Reporting Period.

During the Reporting Period, the Board’s Audit and Risk Committee reviewed the Group’s risk management framework. As part of that review, the Audit and Risk Committee considered:

the summary findings of an independent third party review of that framework; and
an internal assessment of the Group’s risk maturity and risk culture.
In addition, management reported to the Committee regarding:
the Group’s risk management systems and processes;
the extent to which those management systems and processes are being applied within the Group; and
the quality and effectiveness of risk reporting and assurance within the Group.

This process enables the Board to consider the effectiveness of the Group’s management of its material business risks. The Board also received, before it approved the Company’s financial statements for the half-year and full-year financial periods, a written assurance from the CEO and the CFO that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

The Group has material exposures to economic, environmental and social sustainability risks and manages those exposures as set out on pages 48 and 49 of the Annual Report. The table below identifies which of those exposures are considered to be economic, environmental and social sustainability risks. Some exposures fall into more than one risk category.

RISK TYPE	IDENTIFIED RISK
Economic Sustainability Risks	Reputation
	Health and safety
	Strategy
	Organizational change
	Legal and contractual
	Business interruption
	Project delivery
	Demand
	Partner
	Competition
Environmental SustainabilityRisks	Nil
Social Sustainability Risks	Reputation
	Health and safety
	Project delivery

The Group has processes to systematically identify, assess, and report on both financial and non-financial material business risks. Part of this process requires the Internal Audit group to report to the Board as to the effectiveness of the Group’s management of its material business risks and internal controls.

WorleyParsons Corporate Governance Statement 2014

3.4 INTERNAL AUDIT

The Internal Audit function is independent of management and is overseen by the Audit and Risk Committee. It provides assurance that the Group’s financial and operational risks are being managed appropriately and that its internal control framework is operating effectively. In addition to his ongoing audit reports, the Director of Internal Audit provides an annual assessment to the Audit and Risk Committee of the adequacy and effectiveness of the Group’s control processes and risk management procedures in light of the nature, function and size of the Group’s operations.

executives and, occasionally the CEO and other senior executives, meet with shareholders and analysts. Presentations to be made to those persons are released to the market via the ASX and published in the Investor Relations section of the Group’s website, if they contain information that may be price sensitive and is not already publicly available.

Responding to queries

Further, the CFO and Investor Relations executives endeavor to respond to queries from shareholders and analysts for information in relation to the Group, provided the information requested is not price sensitive or is already publicly available.

3.5 CONTINUOUS DISCLOSURE

The Board is committed to ensuring that the Company complies with its continuous disclosure obligations and has approved a Continuous Disclosure Policy that applies to all Group personnel, including directors. The Board seeks to promote investor confidence by seeking to ensure that trading in the Company’s shares takes place in an informed market.

Further two-way communication

During the Reporting Period, the Company established a dedicated Investor Relations function to further enable twoway communication with shareholders. That function provides communication via:

telephone;
video conference;

The Continuous Disclosure Policy seeks to ensure:

that all Group personnel are aware of the Company’s obligations;
accountability at a senior executive level for timely disclosure of material information; and
that shareholders and the market in general are kept properly informed of material price sensitive information affecting the Company.

The Company discharges its obligations by releasing price sensitive information in ASX announcements and in other documents distributed to shareholders, such as the annual report.

3.6 COMMUNICATING WITH SHAREHOLDERS

The Board aims to ensure that shareholders are informed of all material information relating to the Company by communicating to shareholders through:

continuous disclosure reporting to the ASX;
email; and
face-to-face meetings.

Additionally, in future, the Company intends to enable communication with shareholders via social media.

The Company’s registry

The Company also communicates with its shareholders via its share registry, Computershare. The registry provides shareholders with the option of receiving communications from and sending communications to it electronically, except in certain limited circumstances, for example, in which an original signature or document must be provided.

3.7 REMUNERATION OF DIRECTORS AND SENIOR EXECUTIVES

The Group seeks to attract and retain directors and senior executives with the appropriate expertise and ability to create value for shareholders.

its annual reports; and
media releases and other investor relations publications on the Group’s website.

The Board is also mindful of the importance of not only providing information, but also of enabling two-way communication between the Company and its shareholders.

In addition, the Company provides other information about itself and its governance via its website (www.worleyparsons.com).

Annual general meeting

Traditionally, the key forum for two-way communication between the Company and its shareholders is its annual general meeting. The Board encourages shareholder participation at the Company’s annual general meeting. Shareholders who are unable to attend the meeting are provided with a facility through which they may submit questions and comments before the meeting to the Company or to the auditor. At the meeting, the Chairman encourages questions and comments from shareholders and seeks to ensure that shareholders are given ample opportunity to participate.

The remuneration structure for the non-executive directors is not related to performance. Non-executive directors receive fees which reflect their skills, responsibilities and the time commitments required to discharge their duties. The Company does not pay retirement benefits to non-executive directors (other than superannuation contributions in accordance with its statutory superannuation obligations).

The remuneration structure for senior executives reflects the Group’s performance culture: there is a direct correlation between the executive’s reward and individual and Group performance so as to seek to ensure that the Group’s remuneration policy is aligned with its long term business objectives and the interests of shareholders and other stakeholders.

Further details of the remuneration policies and practices of the Group and the remuneration paid to directors and senior executives are set out in the Remuneration Report on pages 61 to 76 of the Annual Report.

3.8 DIVERSITY AND INCLUSION

Further, the Company’s external auditor attends the annual general meeting and is available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

The Group’s diversity and inclusion policy

The Group’s Diversity and Inclusion Policy is available on the Group’s website.

The policy includes requirements for the Board to establish measurable objectives for achieving diversity, including between genders, and to assess the Group’s progress in achieving those objectives on an annual basis. Until June 2014, the responsibility under the policy for annually assessing those objectives was allocated to the Executive Committee and then to the Group Leadership Team because they were, and are, respectively, the Company’s most senior management committees. The policy was amended during June 2014 to reallocate this responsibility to the Board to bring the Company’s practices into line with ASX Recommendation 1.5(a).

	MEASURES	2014	2013
	Women employees1 Women senior executives2	~25% ~18%	~25% ~15%
	Women non-executive directors3	~25%	~22%

1 This includes both employees and contractors engaged by the Group.
2 For the current reporting period, “senior executives” means all members of the Group Leadership Team (including the CEO) and all executives reporting directly to a member of that team. For the previous reporting period, “senior executives” means all members of the Executive Committee (including the CEO) and all executives reporting directly to a member of that committee.
3 The Company has chosen to report the percentage of women non-executive directors rather than the percentage of women board members, because it has only one executive director, the CEO, who is counted at the senior executive level.

Approved by the Board of WorleyParsons Limited on 26 August 2014.

The Group’s approach to diversity and inclusion is based on the following objectives, being to:

retain, promote and hire the best people the Group can, focusing on actual and potential contribution in terms of their performance, competence, collaboration and professional accountability;
foster an inclusive culture and ensure that current and future opportunities for all Group personnel are based on competence and performance irrespective of race, ethnicity, gender, sexual orientation, socio-economic status, culture, age, physical ability, education, family status, religious, political and other beliefs and work styles. This includes being intolerant of behaviors that denigrate or otherwise diminish such attributes or that discriminate on the basis of such attributes;
create ways to improve talent management, cultural diversity and inclusion – including where the under-representation of an available population group is preventing the Group from taking full advantage of the diversity of the talent pool;
create and manage a strong and diverse talent pipeline which takes a unified and talent based approach to recruitment, training and development, performance management, retention and succession planning;
provide a fair level of reward in order to attract and retain high caliber people – and build a culture of achievement by providing a transparent link between reward and performance; and
be compliant with all mandatory diversity reporting requirements. In accordance with the Australian Workplace Gender Equality Act 2012 , the Group has submitted a Workplace Gender Equality Report for the 2013/2014 reporting period and the submission is available on the Group’s website at http://www.worleyparsons.com/News/ Pages/Workplace_Gender_Equality.aspx.

The Group’s measurable objective and current gender profile

The Group’s measurable objective for increasing gender diversity is to increase the representation of women at all levels of its organization over time. The Group’s progress towards achieving that objective, along with the proportion of women employees within the Group, women in senior executive positions and women non-executive directors as at the end of the Reporting Period, is set out in the table below:

AI assistant

WORLEY LIMITED — Governance Information 2014

66073_rns_2014-08-26_675ce4b2-af01-4dca-a146-5dbe16305ec8.pdf

WORLEYPARSONS LIMITED (WOR) APPENDIX 4G AND CORPORATE GOVERNANCE STATEMENT

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Statement 2014

Corporate Governance Statement

INTRODUCTION

PRINCIPLES AND RECOMMENDATIONS

SECTION

PART 1 – COMPOSITION AND GOVERNANCE POLICIES OF THE BOARD

1.1 COMPOSITION PRINCIPLES

1.2 MEMBERSHIP

1.3 APPOINTMENT, INDUCTION AND TRAINING

TERTIARY QUALIFICATIONS

INDUSTRY EXPERIENCE

RESIDENCY

GENDER

1.4 DIRECTOR INDEPENDENCE

Mr John Grill

Mr Ron McNeilly, Mr Erich Fraunschiel and Mr John M Green

Dr Christopher Haynes and Mr Erich Fraunschiel

Mr Larry Benke

1.5 NOTIFICATION OF INTERESTS AND TREATMENT OF CONFLICTS

1.6 INDEPENDENT ADVICE

1.7 COMPANY SECRETARY

1.8 PERFORMANCE REVIEW

Review of Board performance

Review of senior management performance

Relevant policies and charters (see http://www.worleyparsons.

2.1 BOARD ROLE AND RESPONSIBILITIES AND MATTERS RESERVED FOR THE BOARD

2.3 BOARD MEETINGS

2.4 BOARD COMMITTEES

Audit and Risk Committee

Nominations Committee

Remuneration Committee

Health, Safety and Environment Committee

2.5 DISCLOSURE COMMITTEE

PART 3 – GOVERNANCE POLICIES APPLYING TO THE GROUP

3.1 ETHICAL DECISION MAKING – THE CODE OF CONDUCT

3.2 SECURITIES DEALING POLICY

3.3 MANAGEMENT OF MATERIAL BUSINESS RISKS

3.4 INTERNAL AUDIT

Responding to queries

3.5 CONTINUOUS DISCLOSURE

Further two-way communication

3.6 COMMUNICATING WITH SHAREHOLDERS

The Company’s registry

3.7 REMUNERATION OF DIRECTORS AND SENIOR EXECUTIVES

Annual general meeting

3.8 DIVERSITY AND INCLUSION

Other meetings and presentations

The Group’s diversity and inclusion policy

Approved by the Board of WorleyParsons Limited on 26 August 2014.

The Group’s measurable objective and current gender profile

More from WORLEY LIMITED

WORLEY LIMITED Governance Information 2014