CORPORATE GOVERNANCE

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Corporate Governance

Petroli Energy Limited

The board of directors in tandem with other senior members of staff have the responsibility of directing and managing the affairs of the company. These duties are carried out with the highest level of integrity and good faith. Recognizing its accountability to the shareholders, investors and most importantly its customers, the company has imbibed values and principles which guide its operations and are in accordance with corporate governance best practices.

The company has a strict conflict of interest policy that ensures that no director, consultant, or staff of the company engages in activities that are in conflict with the business of the company or are designed to incur loss to the company.

Abuse of power and breach of due process are very real risks that need to be managed. Against this background, the company has put in place processes to ensure that no one director can act independently of other members of the board on important operational issues, or as related to company finances. The activities of the board of directors are reviewed from time to time by independent consultants, who give their recommendations, and the board makes all efforts to ensure compliance thereof.

The board recognizes that in addition to the day-to-day running of the company, it is responsible for the long term success of the business, and so, the board has ensured that the office of the CEO is separated from that of the Chairman. The company has also put in place an effective and practical succession plan.

This Corporate Governance Statement will be reviewed from time to time as the company evolves and its business expands. Changes will be effected as becomes necessary.