NYSE Other Exchange policies concerning the corporate governance practices required of domestic companies which may not

be consistent with the home country laws or practices of non-U.S. companies include those which address the structure and composition of the Board of Directors, shareholder approval, quorum requirements for shareholders' meetings and related continued listing criteria.
Corporate Governance Requirements Written Affirmation Requirements: A foreign private issuer is required to file a Foreign Private Issuer Section 303A Annual Written Affirmation each calendar year. The affirmation is due no later than 30 days after the companys Form 10-K, 20-F or 40-F is filed with the SEC. In addition, a Foreign Private Issuer Section 303A Interim Written Affirmation must be filed promptly (within five business days) each time that:An audit committee member who was deemed independent is no longer independent; A member has been added to the audit committee; The company or a member of its audit committee is eligible to rely on and is choosing to rely on a Securities Exchange Act Rule 10A-3 (Rule 10A-3) exemption; The company or a member of its audit committee is no longer eligible to rely on or is choosing to no longer rely on a previously applicable Rule 10A-3 exemption; A member has been removed from the companys audit committee resulting in the company no longer having a Rule 10A-3 compliant audit committee; or The company determined that it no longer qualifies as a foreign private issuer and will be considered a domestic company under Section 303A.

Sarbon SEC
Audit Committee Financial Experts: Under the new SEC rules, an issuer must disclose whether it has serving on its audit committee at least one audit committee financial expert. If so, the issuer must also disclose the name of the expert and whether the expert is independent of management. If an issuer does not have such an expert it must disclose this fact, as well as explain why it does not. Code of Ethics: Under the new SEC rules, an issuer must disclose whether or not it has adopted a code of ethics for its principal executive officer, principal financial officer, principal accounting officer or controllers, or persons performing similar functions. The SEC defines a code of ethics as written standards that are reasonably designed to deter wrongdoing and to promote: Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by the issuer.

Compliance with applicable governmental laws, rules and regulations. The prompt internal reporting to an appropriate person or persons identified in the code of violations of the code. Accountability for adherence to the code. For the purposes of this rule, a code of ethics may be part of a larger code covering additional topics and persons.

If an issuer has not adopted such a code it must disclose why. Furthermore, whenever there is an amendment to or waiver from an issuer's code of ethics, such issuer must make immediate disclosure on Form 8-K or via the Internet. An issuer must make its code of ethics publicly available in any one of three ways: 1) by filing a copy as an exhibit to its annual report. 2) by posting the text, or relevant portion thereof, on its Internet website 3) by providing an undertaking in its annual report on one of these forms to provide a copy to any person without charge upon request.