Corporate Governance Practices
The Board and members of the REIT’s management consider good governance to be central to the effective and efficient operation of the REIT. The Canadian Securities Administrators have issued NP 58-201 and have also adopted NI 58-101 which requires Canadian reporting issuers to annually disclose their corporate governance practices. Regulatory changes to governance practices that have occurred, or will occur, are continually monitored by the Board and the Board has taken, or will take, appropriate action as regulatory changes occur.
The governance, investment guidelines and operating policies of the REIT are set out in the Declaration of Trust and overseen by the Board, a majority of which are Independent Trustees.
The REIT’s governance structure is designed to protect the primary interests of Unitholders. There is an Audit Committee and a Governance and Compensation Committee, both of which are exclusively comprised of Independent Trustees. Mandates have been developed for each of these committees and approved by the Board.
Mandate of the Board of Trustees
The role of the Board is one of stewardship and oversight of the REIT and its business. The Board is responsible for overseeing management and approving major decisions. In fulfilling its mandate, the Board is responsible, among other things, for:
In addition, the Board has adopted a mandate which expands upon its objectives and responsibilities. To view a complete version of the Mandate of the Board, click here.
The Board has not developed written position descriptions for the Chair of each Board committee or the Chief Executive Officer. However, the Board has adopted written mandates for the Board and for each Board committee. The Board as a whole and the members of each Board committee are responsible for taking such steps as may be necessary to ensure that the Board and the committees of the Board fulfill their respective mandates. The day-to-day role and responsibilities of the Chief Executive Officer of the REIT are determined by the Board.
Orientation and Continuing Education
The Board and management of the REIT have established an informal orientation and education program for new Trustees and new committee members regarding the role of the Board, its committees and the Trustees and the nature and operation of the REIT's business. Existing Trustees have historically provided orientation and education to new members on an ad hoc and informal basis in light of the particular needs of each new Trustee. Further, every Trustee has access to management and relevant business information and management makes regular presentations to the Board on the main areas of the REIT's business. The Board has instituted a process where it will review the skills, knowledge and effectivenesss of the Board, its committees adn individual Trustees.