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CORPORATE GOVERNANCE STATEMENT<strong>Western</strong> <strong>Desert</strong> <strong>Resources</strong> LimitedABN 48 122 301 848In March 2003 the Australian Stock Exchange CorporateGovernance Council (“ASXCGC”) released its best practicerecommendations based on ten core principles forcorporate governance. These recommendations werenot intended to be prescriptions to be followed by all ASXlisted companies, but rather guidelines designed toproduce an efficiency, quality or integrity outcome. TheCorporate Governance Council has recognised that a“one size fits all” approach to Corporate Governance isnot required. Instead, it states aspirations of best practicefor optimising corporate performance and accountabilityin the interests of shareholders and the broader economy.A company may consider that a recommendation is notappropriate to its particular circumstances and hasflexibility to not adopt it and explain why.<strong>Western</strong> <strong>Desert</strong> <strong>Resources</strong> Limited to date has notadopted the ASXCGC best practice recommendationsother than those specifically identified and disclosedbelow because the Board believes that it cannot justifythe necessary cost given the size and early stage of itslife as a listed exploration company. However the Boardis committed to ensuring that appropriate CorporateGovernance practices are in place for the proper directionand management of the Company.This statement outlines the main Corporate Governancepractices of the Company disclosed under the principlesoutlined in the ASXCGC including those that comply withbest practice that, unless otherwise disclosed, were inplace during the whole of the financial year ended 30June 2010.Principle 1: Lay solid foundations for managementand oversightRole of the BoardThe Board is governed by the Corporations Act 2001, ASXlisting rules and a formal constitution.The Board’s primary role is the protection andenhancement of shareholder value.Board processes and managementThe Board has an established framework for themanagement of the company including a system of internalcontrol, a business risk management process andappropriate ethical standards.The Board appoints a Managing Director with responsibilityfor the day to day management of the Company includingmanagement of financial, physical, and human resources,development and implementation of risk management,internal control and regulatory compliance policies andprocedures, recommending strategic direction and planningfor the operations of the business and the provision ofrelevant information to the Board.Principle 2: Structure the Board to add valueComposition of the BoardThe names of the Directors of the Company and terms inoffice at the date of this Statement together with theirexperience and expertise are set out in the Directors’Report section of this report. The directors’ terms in officeare considered appropriate in <strong>view</strong> of the fact that thecompany listed in July 2007.The composition of the Board consists of five directors ofwhom four, including the Chairman, are non-executives.Mr Cloke’s role as acting Chairman of the Board is separatefrom that of the managing Director, Mr Gardner who isresponsible for the day to day management of theCompany and is in compliance with the ASXCGC bestpractice recommendation that these roles not be exercisedby the same individual.The Company’s constitution stipulated that the number ofdirectors must be at least three. The Board may at anytime appoint a director to fill a casual vacancy. Directorsappointed by the Board are subject to election byshareholders at the following annual general meeting andthereafter Directors (other than the Managing Director)are subject to re-election at least every three years.The Board takes responsibility for the overall CorporateGovernance of the Company including its strategicdirection, management goal setting and monitoring,internal risk control, risk management and financialreporting.33

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