Corporate Governance

Willbros' corporate management and Board of Directors utilize their best individual efforts to adopt and implement best practices of corporate governance. We believe strongly that effective corporate governance practices underpin our efforts to focus our entire organization on generating long-term stockholder value through conscientious actions and in an ethical manner.

Willbros' directors have a wide range of business and industry experience, which provides insightful perspective on significant matters and an understanding of the challenges facing our company. Our company's commitment to sound, independent oversight is demonstrated by the make-up of our board, which has been comprised of a majority of independent directors since our company's initial public offering in 1996. All of the members of our Audit Committee, our Compensation Committee and our Nominating/Corporate Governance Committee are independent.

Our board has implemented Corporate Governance Guidelines, revised its Audit Committee Charter, adopted written charters for the Nominating/Corporate Governance Committee and the Compensation Committee, and updated our Code of Business Conduct and Ethics. In addition, our board has established a Code of Ethics for the CEO and Senior Financial Officers and increased the number of personnel who are subject to the Statement of Policy Regarding Securities Trades by Willbros Personnel. We believe the functions performed by these board committees are central to effective corporate governance.

We are committed and dedicated to employing sound, ethical business practices, complying with the law in all areas where we work, and demanding the highest standards of integrity from our personnel. We believe effective corporate governance requires the checks and balances provided by a proactive Board of Directors and senior management actively engaged with others in the organization.

Our board provides a process by which stockholders may communicate with the board or any of the directors. Stockholders may send written communications to the Board of Directors or to any of the directors at the following address: Corporate Secretary, Willbros Group, Inc., c/o Willbros USA, Inc., 4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027. All communications will be compiled by Willbros’ Corporate Secretary and submitted to the board or the individual director on a periodic basis.