Governance

WesternZagros Resources Ltd. is a publicly-traded, shareholder-owned company. The common shares are listed on the Toronto Stock Exchange. The Board of Directors of WesternZagros Resources Ltd. believes that a clearly defined system of corporate governance is essential to the effective and efficient operation of the Corporation. The management is accountable to a board of directors elected by the shareholders at the annual meeting. Every director is required to act honestly and in good faith, in the best interests of the company and to exercise the care, diligence and skill of a reasonably prudent person. The Governance Committee of WesternZagros is required to have always as its ultimate objective, the best long-term interests of the Corporation and the enhancement of value for all shareholders. Responsibility that is not delegated to senior management or to a committee of the board remains that of the full board.

The Board of Directors currently consists of seven directors, of which the only management director is Mr. Hatfield. The other six directors, being Messrs. Boone, Frangos, Houck, Oeistreich, Oliphant, and Wallace, are independent directors as such term is defined by NI 58-101. The Board of Directors has elected a non-executive chair who is an independent director.

The Board of Directors of WesternZagros has established four committees – corporate governance, audit, compensation, and health, safety, environment and security.

The Board of Directors have approved the mandate for the audit committee which includes, among other duties and responsibilities: monitoring the financial reporting process and systems of internal control; monitoring the independence and performance of the external auditors; and, reviewing internal and year-end financial statements and other regulatory filings for approval of the Board of Directors.

The mandate of the compensation committee is to monitor the performance and compensation of senior management; review and provide recommendations to the Board of Directors with respect to implementation and variation of option, compensation and incentive plans.

The mandate of the health, safety, environment and security committee is to assist the Board in fulfilling its responsibilities with respect to specific risks and risk management related to the Corporation’s health, safety, environmental and security activities, compliance with applicable rules and regulations, and risk management and risk philosophies relating to the Corporation’s activities, including financial and marketing matters.

A comprehensive description of WesternZagros’s governance practices is available in the Corporation’s annual Management Information Circular and the related governance policies.