FINALMEMORANDUM OF UNDERSTANDING ON THE ESTABLISHMENT AND
OPERATION OF THE WORLD INTELLECTUAL CAPITAL/ASSETSINITIATIVE NETWORKPREAMBLE

The Japanese Ministry of Economy Trade and Industry (METI), The Enhanced Business
Reporting Consortium (EBRC), The European Federation of Financial Analysts' Societies(EFFAS ), The University of Ferrara, and Waseda University as Founding Promoting Parties andthe other WICI network members (hereinafter the members of WICI Network), having understoodthe importance of intellectual capital/assets and desiring to cooperate by promoting themanagement and reporting of intellectual capital/assets and value creation strategies, havereached the following understanding.

1Establishment of the World Intellectual Capital/Assets Initiative (WICI) Network

1.1

This Memorandum of Understanding (MOU) represents an agreement between themembers of the WICI Network and it concerns their collaboration for the purposes
identified in section 2 below. This collaboration is carried out through theestablishment of the WICI network.

1.2

The WICI network builds on the expertise of the Promoting Parties (founding or
established jurisdictions) and of Participating Parties (provisional Promoting Parties,
members of Promoting Party jurisdictions, observers, and other non-voting members).
The WICI network will not substitute for these institutions. The WICI network is not alegal entity.

1.3

The WICI network has the right to allow any nation or region to establish a national /regional jurisdiction of the WICI network under the due process of recognition
provided by the Governance Group.

1.4

The recognized country and regional WICI jurisdictions have the task to promote themission, the purposes and the activities of the WICI Network as well as to represent
WICI in their respective geographical contexts, to provide input and to assure
consistency of action, in coordination with the WICI Network’s Governance Group.
Where existing and recognized, regional WICI jurisdictions may preliminary support

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FINALthe requests for joining WICI Network by the country jurisdictional bodies in theirgeographical areas.

2

The WICI Network objectives and activities

2.1

The WICI, the world’s business reporting network, is a private/public sector
collaboration aimed at improving corporate information - with a focus on
non/extra-financial information - for more effective decision making in a value creation
perspective.

2.2

WICI's primary goal is to facilitate the collaborative development of a voluntary global
framework/guidelines/standards for measuring and reporting overall corporate
performance to shareholders and other stakeholders.

2.3

To achieve this goal, WICI Network has six major activities:a) to facilitate the collaborative development of the framework of information usefulfor effective decision-making, in particular by identifying and defining the detailed
categories critical information that is relevant but not systematically included in acorporate report (e.g. Intellectual Capital, extra-financial, risks etc). The frameworkaims to provide a universally standardized context and collaborative platform fordevelopment of these concepts which are often described in different terms withincorporate performance;b) to facilitate the collaborative development of standards or guidelines for measuring
and reporting on key performance indicators, forward-looking and other performancemeasures. The measures may be financially derived and/or non/extra-financial innature and may include a wide range of market oriented, industry-specific, company
specific and other relevant aspects;c) to facilitate the collaborative development of XBRL taxonomies for the WICI
framework and industry-specific content to promote adoption of the WICI concepts;d) To disseminate information and best practices concerning the management andreporting of intellectual capital/assets through, among others, conferences,workshops and dedicated WebPages;e) To encourage international agreements to be constructed which are designed topromote intellectual capital/assets management and reporting;f) To establish working relations or cooperate with, and provide inputs to othernational or international organizations, including accounting standard setters andregulators.

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The WICI Network Governance

3.1

The Governance of WICI Network is composed of two levels. The first level isconstituted of the General Assembly of the five founding Promoting Parties plus theEstablished Jurisdictions as soon as they are created and recognized by theGovernance Group. The second level is constituted of a Governance Group that will
act as WICI steering group. It will direct and plan the activities of the WICI Network.

3.2

The Governance Group is composed of up to nine members elected with a qualified
majority of equal to or more than two thirds votes in the General Assembly, taking into
account representation with geographical diversity and from various stakeholders
The first election of the members will take place after the transitory period indicated inArticle 3.7.

3.3

The Governance Group oversees the work of the WICI Network and theadministration of any budget

3.4

The Governance Group may invite a limited number of observers to participate inmeetings and working groups as appropriate.

Governance Group members shallinform other members of such invitations in advance of meetings.
3.5

The members of the Governance Group are to be reconfirmed every two years
according to the process outlined under Article 3.2 above.

3.6

Each member of the Governance Group represents and pursues the interests of thewhole WICI Network.

3.7

For a transitory period of 18 months from November 20, 2009, the Governance Groupis initially composed of four members, including the chairperson, appointed by thefounding Promoting Parties with a unanimous vote. The initial Chairperson of theGovernance Group shall be also appointed by the founding Promoting Parties with aunanimous vote, regardless of the Article 5.1.

4Functions of the Governance Group and General Assembly

4.1

The Governance Group functions will be to develop and execute the objectives andactivities of the WICI Network as defined in section 2, and to oversee the Group’s
communication such as the Electronic Discussion Group (EDG), dedicated
WebPages and news subscription.

4.2

The Governance Group will also facilitate, collaborate and aim to coordinate theactivities of the country and regional jurisdictions in terms of the interest of the WICI

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4.3

The function of General Assembly is a) to elect and discharge members of theGovernance Group subject to Article 3.2, b) to approve the annual business reportsubmitted by the Governance Group, c) to amend this MOU subject to Article 7.3, d)to ratify the criteria for membership subject to Article 5.8, and e) to decide thedissolution of the WICI Network

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Operational Procedures of the Governance Group and General Assembly

5.1

The Governance Group shall elect on an unanimous basis its Chairperson who willserve for a two-year term. Such Chairperson’s term may be renewed for an additionalterm of one year by a unanimous vote of the Governance Group then in office.
5.1.1 The Chairperson may appoint a Deputy Chair based on the unanimous vote of theGovernance Group members. The Deputy Chair shall support the Chairperson andoperate in strict coordination with him/her.

5.2

The Governance Group shall function, in principle, on the basis of consensus.
However, in case of it being impossible to decide on matters concerning membershipon the basis of consensus, the Governance Group is able to decide according to theprocedure mentioned in Article 5.8 on equal to or more than two thirds majority rule.

5.3

The General Assembly and Governance Group shall meet at least once and at least
twice a year, respectively, at a time and place agreed upon by the Promoting Parties
and the Governance Group, respectively . One of the Governance Group meetings
shall be in conjunction with the annual meeting of the General Assembly, and shalltake place at a different venue each year. The agenda of the annual meeting may
include, among other items, the election of the Governance Group members.

5.4

The General Assembly shall be effective with the participation by more than half ofvoting members, including those who appointed proxies subject to the Article 5.10.

5.5

The General Assembly shall make a decision based on equal to or more than two
thirds majority rule.

5.6

The Governance Group may consult with other interested organizations or individual
experts as appropriate

5.7

The Governance Group shall promote the WICI network in order to enlarge the set ofthe members of the Network.

5.8

The Governance Group shall establish, and amend from time to time, the criteria formembership in the WICI collaborative network, including the procedural requirements

4FINALfor approval and termination of membership. Membership shall be open to all entities
interested in the purposes of WICI who meet the criteria and fulfill any procedural
requirements established by the Governance Group. Any proposed changes to thecriteria for membership shall be ratified by the General Assembly. The termination ofthe membership of a founding Promoting Party from WICI can only be approved
unanimously by all the founding Promoting parties.
5.9

There shall be two classes of Membership, “Voting” and “Non-Voting”. Promoting
Parties that are founding and established and/or country-based jurisdictions shall beVoting Members. Promoting Parties that are established, non-country based
jurisdictions shall be Voting Members only in General Assembly. Participating Parties(defined as provisional Promoting Parties, members of Promoting Party jurisdictions,observers, and other non-voting members) shall be Non-Voting Members. Additionalclasses of Voting Members and Non-Voting Members may be created in the future,and the rights of existing classes of Membership may be amended.

5.10 Each Voting Member is entitled and encouraged to appoint a representative to theGeneral Assembly. Where a Member has appointed a Representative accordingly,
the vote of the Member will be exercised by that Representative at the General
Assembly. If a Voting Member has not appointed a Representative or if theRepresentative is unable to attend a meeting of the Members, it may appoint a proxy
to vote on its behalf. To be valid a proxy must be delivered to the Secretary at least
three (3) days before the day of the meeting. A proxy is valid only for the meeting towhich it relates or any adjournment thereof. Each Member entitled to vote shall at
every General Assembly be entitled to one vote.
5.11 The previous section shall be also applied to the appointment of representatives of
the Governance Group except the articles related to proxy if/when the members of
the Governance Group establishes the detailed procedure otherwise.
5.12 Until the General Assembly is formally established, the meeting of the founding
Promoting Parties shall substitute for it.

6International Meetings

6.1

In accordance with the objectives and activities of the WICI Network as discussed in
section 2, the Governance Group may be invited to contribute to the organization ofinternational meetings devoted to Intellectual Capital/assets issues, risk reporting andnon-financial information.

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6.2

The Governance Group will prepare the agenda and be responsible for theorganization of the meetings of the WICI network.

7Final Clauses

7.1

The MOU is valid for a two year period and is tacitly renewed for successive two yearperiods.

7.2

The scope of work can be reviewed for the next two years.

7.3

Any modification or amendment to the present MOU must be approved by equal to or
more than two thirds of the voting members of General Assembly consistent withArticle 5.5.

7.4

Any Promoting Parties may withdraw from the MOU within 6 months written notice.

7.5

The Governance Group shall establish necessary definitions of words, criteria anddetailed procedures, including the definition of 'representation with geographicaldiversity' and ‘from various stakeholders' in Article 3.2 and the criteria in Article 5.8.

SIGNATURESFor METIFor EBRCFor EFFAS

For University of Ferrara

For Waseda University6FINALGeneral Notes

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