1. STATUS, PURPOSE AND OBJECTIVES

1.1 Status

The World Gem Foundation Executive Council is a sub-committee of the board of the World Gem Foundation and exercises the board’s authority in respect to those responsibilities delegated to it by the board and is accountable to the board for its performance.

1.2 Purpose

The purpose of the Executive Council is to assist the board in fulfilling its responsibilities to protect the interests of the World Gem Foundation, its shareholders and stakeholders (licensees and students).

1.3 Objectives

The objectives of the Executive Council are to:

(a) Provide strategic guidance and feedback to the board and management on the World Gem Foundation’s policies and practices; and

(b) Act as a formal forum for the free and open communication between the board and management on all matters.

2. RESPONSIBILITIES

2.1 The Executive Council will have the following responsibilities:

(i) To review and approve certain strategies and policies that are assigned by the Board and to provide a mechanism to resolve issues that arise between its major stakeholders.

(ii) To prevent ownership from making decisions or taking actions that are to the detriment of its major stakeholders.

(iii) Obtaining regular updates from management and the company’s legal advisers regarding current and future policy making.

(iv) Any other directives that the board may give to the Executive Council.

3. COMPOSITION

3.1 Membership

The Executive Council shall comprise of five members, each being a licensee of the World Gem Foundation.

3.2 Appointment and Removal of Members

The board must appoint the members and chair of the Executive Council. Members may be removed from the Executive Council by the board at any time during their tenure.

4. MEETINGS AND PROCEDURE

4.1 Meetings and procedure

The Executive Council shall meet at the discretion of the Board or in cases of an extraordinary nature involving its stakeholders.

4.2 Quorum

A quorum for an Executive Council meeting shall be three members.

5. AUTHORITY

5.1 The board authorises the Executive Council, within the scope of its responsibilities to:

(a) Seek any information it requires from any employee of the World Gem Foundation and external parties.

(b) Obtain external legal or other professional advice.

(c) Require the attendance of World Gem Foundation officers at meetings as appropriate; and

(d) Perform or undertake on behalf of the board any such other tasks, investigations or actions it deems appropriate and consistent with its responsibilities and duties.

6. REPORTING

6.1 The Executive Council shall regularly update the board about council activities at the next scheduled board meeting (unless circumstances require earlier communication) and make appropriate recommendations and should ensure that the board is made aware of any matters which may significantly impact on the affairs of the business.

7. REVIEW OF COMMITTEE

7.1 The council shall undertake an annual self-review of its performance having regard to:

(a) The Executive Council’s objectives and responsibilities contained in this charter; and

(b) Best practice corporate governance standards.

8. REVIEW OF CHARTER

8.1 This charter shall be reviewed by the council and updated at least every two years. Any changes to the charter are to be recommended to the board for approval.