Organizations and individuals from various countries have expressed a strong interest in communicating with one another on matters related to the governance of corporations located throughout the world. Having met in Washington, D.C., U.S.A. in March 1995 and having reached a consensus about the form and objectives of a forum in which they may pursue this interest, such organizations and individuals have agreed upon the following principles upon which the International Corporate Governance Network (ICGN) is founded.

PURPOSE

The purpose of the ICGN is to provide a network for the exchange of views and information about corporate governance issues internationally and for the development of corporate governance guidelines.

MISSION

The mission of the ICGN is to facilitate the exchange of information on corporate governance practices internationally among participating members.

PRINCIPLES

Membership:

1. Membership in the ICGN shall be open to,

Designated representatives of national organizations representing institutional or individual investors and designated representatives of institutional investors and other interested individuals or organisation each of whom has demonstrated a commitment to the development of good corporate governance.

2. Members shall have equal rights.

3. Membership may be transferred from one representative of a national organization to another and from one representative of an institutional investor to another.

Governance:

1. The ICGN shall be governed by a Board of Governors consisting of seven minimum and 12 maximum members elected annually from a slate of candidates proposed by a Nominating Committee described in Nominating Procedures.*

2.The Board of Governors shall consist of members at least one of which should be a representative of a national association representing institutional investors, at least one of which is a representative of a national association representing individual investors and at least one of which should be a representative of an institutional investor.

3. Members of the Board of Governors shall hold office for a one year term and may be re-elected for a further two terms.

4. The Board of Governors shall have the power to impose fees for the purpose of funding the objects and activities of the ICGN after consultation with members and upon receiving their majority approval.

5. The Board of Governors shall be chaired by two Members, one with responsibility for conferences and the other having responsibility for administration and record-keeping, each elected by the members of the Board.

6. Until its 1997 Meeting, governance of the ICGN shall be the responsibility of members of the Co-ordinating Committee appointed pursuant to the ICGN's organizing meeting held March 29,1995 in Washington, D.C., and who shall have powers of the Board.

7. The Board of Governors shall have the power to seek the advice of unpaid advisers and to appoint committees of members.

8. Books and records of the ICGN shall be in possession of a member designated by the Board of Governors and such member shall be entitled to reimbursement for reasonable expenses incurred in the course of maintaining such books and records.

* As amended at the 1998 ICGN Conference in San Francisco

General Principles:

1. The ICGN is intended to operate as an information network and will not solicit proxies. In addition the ICGN may, if members agree, adopt a statement of corporate governance best practice and encourage adherence to it by corporations in member jurisdictions.

2. The ICGN shall arrange a conference once each year to allow members to meet and exchange information in order to learn more about the state of corporate governance in the various jurisdictions represented by members. The ICGN shall present a report on activities to members, a financial accounting to members and arrange for the election or re-election of members of the Board of Governors at an Annual Meeting held at such annual conference.

3. The ICGN shall maintain a list of members and shall provide each member a copy at least once annually.

4. The ICGN shall maintain a list of publications on corporate governance available from any member and shall make such list available to any member at no charge and to any other party at a small administrative charge.

5. Members who are asked for publications included in the ICGN list, agree to provide such publications subject to the payment of a fee, if any, to cover costs.

ICGN NOMINATING PROCEDURES

For the purposes of identifying people who willing and able to contribute to governance of the Network, the Board of Governors shall, each year, appoint a Nominating Committee which shall propose a slate of candidates for election as Governors of the Network. The objective of the Network is to have a governing body which reflects the make-up of the membership. The Nominating Committee shall also recommend individuals for the positions of Co-Chair of the Board.

COMPOSITION

The Nominating Committee shall consist of not less than three members.

PROCEDURE

1. The Nominating Committee shall send to all members, a call for nominations not less than six months prior to the date of the next Annual Meeting of the Network.

2. The call for nominations shall specify that all candidates be nominated by three members in good standing.

3. Additional candidates, if necessary, shall be proposed by the Nominating Committee.

4. It shall be the sole responsibility of the Nominating Committee to ensure that the slate of candidates meets the objectives for representation on the Board.

5. The slate of candidates shall be mailed to members together with the notice of Annual Meeting not less than thirty (30) days prior to the Annual Meeting.

6. Members present at the Annual Meeting shall elect Governors from the slate of candidates by first electing the requisite number of members from each type of member specified in paragraph 2 of Section B of the Statement of Founding Principles and then the remaining number of members.