NEW HORIZONS WORLDWIDE, INC., CORPORATE GOVERNANCE GUIDELINES 

The following Corporate Governance Guidelines (the “Guidelines”) have been adopted by the Board of Directors (the “Board”) of New Horizons Worldwide, Inc. (the “Company”).  These Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision-making both at the Board level and at the management level, with the goal of enhancing the financial performance of the Company over the long term for the benefit of the Company’s stockholders, employees, customers and the communities served by the Company.  Among the responsibilities of the Board, which are discharged by the Board as a whole or through Board committees established by the Board, are:

• Provide oversight of the integrity of the Company’s financial statements, the independent auditor’s qualifications and independence, the performance of the audit function, and compliance with legal and regulatory requirements.
• Review and approval of the Company’s strategic and business plans, including financial targets, and monitoring the Company’s performance.
• Review and approval of the Company’s financing plans and capital budget.
• Review and approval of significant transactions, including debt and equity financings and significant asset acquisitions and dispositions.
• Selection of the Company’s Chief Executive Officer (the “CEO”), approval of CEO compensation, including incentive compensation, and monitoring CEO performance.
• Approval of Company’s long-term incentive compensation, retirement, pension and equity-related plans.
• Monitoring the Company’s management succession plan.
• Establishment or approval of policies and procedures to assure ethical business dealings and compliance with laws and regulations, auditing and accounting principles, and the Company’s governing documents.

Board Composition and Director Qualifications.

1. Size.  In accordance with the Company’s Certificate of Incorporation, the number of directors making up the entire Board may not be more than fifteen or less than three.  However, the Board believes a number from seven to eleven is more appropriate.  The Board believes that this range is large enough to allow for diversity of experience and perspectives, without being so large as to impede Board discussion or effectiveness.
2. Independence.  The Company is required to disclose in its annual proxy statement to shareholders which of its directors qualify as independent directors in accordance with the criteria established by a national stock exchange, as well as in accordance with rules established by the Securities and Exchange Commission and applicable law.  At least annually, the Board will review the application of the independence criteria to each director designated as an independent director to make sure that the director continues to qualify as independent.
3. Selection of Directors.  The Board as a whole is responsible for nominating candidates for election to the Board and for filling vacancies on the Board that may occur between meetings.  The Governance Committee is responsible for screening and recommending candidates for consideration by the Board.  Among the factors that the Board and the Governance Committee take into account in recommending and selecting Board candidates are the then existing size and composition of the Board and the prospective candidate’s character, judgment, business experience or professional background, knowledge of the Company’s business, community involvement and availability and commitment to carrying out his or her responsibilities as a director. 
4. Invitations to Join the Board.  The invitation to join the Board shall be extended by the entire Board.
5. Change in a Director’s Employment.  When a director retires from his principal employment, or his principal employment or position materially changes, the director is expected to offer to resign from the Board.  While it is not the intention of the Board necessarily to accept the director’s resignation in these circumstances, the offer to resign provides the Board with the opportunity to review the appropriateness of the individual’s continuing service on the Board under the changed circumstances.  Likewise, when the Company’s CEO resigns or retires from that position, he is expected at the same time to offer to resign from the Board.
6. Availability.  The Company does not have a policy that imposes a limit on the number of public company boards on which members of the Board are permitted to serve.  However, all directors are requested to advise the Chairman in advance of accepting an invitation to serve on the board of another public company and are expected not to accept the invitation if it would materially interfere with the director’s responsibilities as a member of the Board.
7. Director Orientation and Continuing Education.  Each new director is to participate in a director orientation program which includes presentations by senior management covering the following topics:
   • the Company’s strategic and business plans;
   • the Company’s financial reporting and auditing policies and procedures;
   • these Guidelines;
   • the Company’s Code Business Conduct and Ethics; and
   • the individual’s legal responsibilities as a director of a public company, including reporting and disclosure requirements.

To provide for the continuing education of its directors, the Company will arrange from time to time for presentations to the Board that address business, legal, and other matters of importance to directors in carrying out their responsibilities.  The Company also supports attendance of its directors at continuing education conferences for directors of public companies.

        8.  Age and Term Limits.  The Company does not impose any limit on the age of directors or the number of years of service as a director.

BOARD MEETINGS.

1. Frequency and Subject Matter.  Board meetings are held with such frequency as the business of the Company requires.  It is the current practice of the Company to hold not less than five regular meetings per year.  Special meetings, including meetings held by telephone conference call, may be held between regular meetings as circumstances may require.
2. Attendance.  Each director is expected to attend in person all regularly scheduled meetings and special meetings of the Board and of each committee on which the director serves, and to spend the time necessary to prepare for meetings.  Telephonic participation in Board meetings is permitted only in special or extenuating circumstances.  Directors are also expected to attend all annual meetings of shareholders. 
3. Agenda.  The Chairman and CEO are responsible for establishing and circulating the agenda for each Board meeting.  Each director may suggest items for inclusion on the agenda. 
4. Advance Review of Meeting Materials.  To the extent practicable, background materials relating to matters to be considered at Board meeting will be circulated to directors in advance of the meeting.  Directors are expected to review these materials in advance of the meeting in order to conserve the meeting time for questions and discussion.  In situations where the subject matter is time-sensitive or highly confidential, the Chairman may elect to communicate information in advance of the meeting by telephone.
5. Board Presentations by Management.  The Board encourages the participation of management officials, in addition to the CEO, in Board meetings for the purpose of (i) making presentations, (ii) responding to director questions, (iii) providing information on matters within their areas of expertise, and (iv) allowing them to gain Board exposure.

BOARD COMMITTEES.

1. Establishment of Committees.  While the general policy of the Company is that the Board as a whole is responsible for all major decisions, business circumstances or legal requirements make it necessary or desirable to carry out certain Board responsibilities through committees.  The Board has the following three standing committees:
   • Audit Committee;
   • Compensation Committee;
   • Governance Committee; and
   • Products & Services Committee.

The Governance Committee reviews the committee structure and the membership of each committee at least annually and makes recommendations on any changes that it believes are appropriate.  The Board may, from time to time, establish any other standing or special committees that it determines are necessary or desirable to carry out its responsibilities, and subsequently may disband any committee so established.

       2    Committee Membership.  The members of each committee, and the committee chairman, are 
             appointed annually by the Board in consultation with the Governance Committee.  Each of the
             members of the four standing committees shall meet any requirements imposed by law.

      3.    Committee Charters.  Each of the four standing committees has a charter that is approved by the
             Board.  The charter sets forth the duties and responsibilities of the committee, including those
             duties and responsibilities imposed by applicable regulatory requirements. 

      4.    Committee Meetings.  Meetings of each committee are held at such times and with such frequency
             as the business and responsibilities of the committee require.  The committee chairman is
             responsible for scheduling committee meetings and setting the agenda.  A report of all actions
             taken by each committee is presented at the next regular Board meeting, and minutes of all
             committee meetings are circulated to the entire Board.

BOARD ACCESS TO MANAGEMENT AND ADVISORS.

1. Access to Senior Management.  Each director has full access to the senior management of the Company.  Directors are expected to exercise their best judgment to ensure that such contacts are not disruptive of the business operations of the Company and, to the extent appropriate, to arrange for such contacts through the CEO.
2. Access to Independent Advisors.  The Board has the authority to hire, at the expense of the Company, outside consultants and advisors, including legal and accounting advisors, to assist it in the discharge of its duties.

BOARD RELATIONSHIP TO SENIOR MANAGEMENT.

1. Chief Executive Officer Evaluation.  The Board, with the assistance of the Compensation Committee, reviews the performance of the CEO at least annually.  The evaluation is based on objective and subjective criteria, including the performance of the business, the establishment and accomplishment of strategic objectives, and the development of management.
2. Management Succession.  The Governance Committee reports annually to the Board on its review, made in conjunction with the CEO, of the Company’s senior management and its senior management succession plans.
3. Board and Management Responsibilities for Communication with Company Constituencies and the Public.  The Board believes that the Company’s management speaks for the Company.  Accordingly, all discussions with and communications to the press, commercial partners, stockholders and the general public relating to the Company made by the management and all inquiries made to individual directors should be referred to the CEO or other appropriate company officer.  If requested by the CEO, an individual Board member may meet or communicate with any of the Company’s constituencies or the public.

DIRECTOR COMPENSATION.

1. Compensation Standards.  The Board as a whole is responsible for approving all compensation arrangements for directors.  The Board believes that, in order to attract experienced directors of a high caliber, the compensation paid to non-employee directors should be comparable to that paid by competing companies of a similar size.  To align director compensation with corporate performance, a portion of a director’s compensation should be paid in Company stock or options to acquire Company stock.  A director who is employed as an executive of the Company is not entitled to receive any additional compensation for services as a director.
2. Periodic Compensation Review.  The Compensation Committee is responsible for periodically conducting a review of non-employee director compensation and reporting its evaluation and any recommended changes to the Board.
3. Charitable Contributions.  Any charitable contribution made by the Company on behalf of any director or to any organization with which a director is affiliated must be approved in advance by the Board.

ANNUAL PERFORMANCE REVIEW.

1. Annual Review of Board Effectiveness.  Following the end of each fiscal year, the Board, based on criteria and procedures developed by the Governance Committee, performs an evaluation of the quality of the performance of the Board during the preceding year, and following its evaluation may implement changes it may deem necessary or desirable to improve its effectiveness.  This evaluation includes a review of the delineation of Board and management powers and the effectiveness of the interaction between the Board and management.
2. Annual Review of Committee Effectiveness.  Following the end of each fiscal year, the Board, based on criteria and procedures developed by the Governance Committee, performs an evaluation of the quality of the performance of each standing Board committee during the preceding year, and following its evaluation may implement changes it may deem necessary or desirable to improve the effectiveness of any committee.

BOARD OF DIRECTORS APPROVAL

These Corporate Governance Guidelines were originally approved and adopted by the Board on March 11, 2004 and were subsequently amended on December 14, 2007.