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Corporate Governance

Our corporate structure is consistent with the business model and the reality of operations in Poland.

The directors and management of WPD will fulfill their duties as directors and management under the oversight of the Board within the Canadian corporate governance framework and with the guidance of Canadian legal counsel, as well as Polish legal counsel.

The Company has local counsel in Poland to provide legal consulting services, to perform due diligence as needed, and to provide full legal verification of WPD and WPD's status and property rights.

The Board has engaged professional advisors with expertise in financial, accounting and technical matters in order to provide assistance in the political, legal and cultural realities of Poland. The Board will continue to have access to such professional advisors and may seek additional advisors in any new jurisdiction in which the Company may determine to operate in the future.

The Board

The Board (meaning the Board of Directors) has direct access to management of the Company and intends to review and update its risk identification and management strategy on an as-needed basis. The Board routinely asks probing questions and seeks confirmations that decisions are consistent with Board-approved strategies and the company’s overall risk appetite.

The Board will take appropriate steps to stay informed of key developments, including any aspects of the legal, political and regulatory climate of Poland which could increase the company’s risk exposure in the emerging market. The Board will ensure that all members have a clear understanding of the internal controls and processes in place to respond to risk. The Board will review carefully how disruptions to business operations related to operation in an emerging market are dealt with by management.

The Board also has direct access to legal counsel in Poland and intends to communicate with it regularly to stay abreast of developments that could impact the company’s risk exposure. The Board will actively communicate with its legal counsel in Poland regularly to monitor the political and the legal environment in which WPD operates.

The Board and Directors

Board of directors responsible for the day-to-day management of the company.

Board of commissioners

Commissioners supervise the governance of the company and the policies of the directors in the interests of the company.

Audit committee

The principal duties and responsibilities of the Audit Committee will be to assist the Board in discharging the oversight of: the company’s consolidated financial statements, accounting and financial processes, audits of consolidated financial statements; compliance with legal and regulatory requirements; external auditors’ qualifications and independence; work and performance of financial management and external auditors; system of disclosure controls and procedures and system of internal controls.

Members of the audit committee

Conflict of interest

Directors and officers of the Company also serve as directors and/or officers of other companies and may be presented from time to time with situations or opportunities which give rise to apparent conflicts of interest especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities as directors or officers of the Company. All conflicts of interest will be resolved in accordance with the BCBCA - Business Corporations Act (British Columbia) S.B.C. 2002 c.57.

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