CORPORATE GOVERNANCE

GWA INTERNATIONAL LIMITED
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2009

The Board of Directors is responsible for the corporate governance of GWA International Limited (“the Company”) which is an essential part of the role of the Board.  The corporate governance practices of the Company have been in place since listing and are constantly reassessed in the light of experience, contemporary views and guidelines on corporate governance practices.  The Board adopts practices it considers to be superior and which will lead to better outcomes for the Company’s shareholders, whilst endeavouring to avoid those which are based on unsound principles.

The Board supports the Corporate Governance Principles and Recommendations (“the recommendations”) of the ASX Corporate Governance Council.  The Board confirms that the current corporate governance practices of the Company meet or exceed the recommendations, except for Recommendation 2.2 which provides that the chairperson should be an independent director.  The Chairman of the Company, Mr Barry Thornton, would not be considered an independent director in accordance with the definition of independence outlined in the recommendations, as he is associated with a substantial shareholder.  This matter is outlined in more detail below – refer Independence of Directors.