Corporate Governance Practices
The REIT's Board of Trustees and Management consider good governance to be central to the effective and efficient operation of the REIT.
The Canadian Securities Administrators have issued NP 58-101 and have also adopted NI 58-201 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 interests of Unitholders. There is an Audit Committee and a Governance and Compensation Committee. The Audit Committee is made up entirely 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:
- participating in the development of and approving a strategic plan for the REIT;
- identifying and managing risk exposure;
- ensuring the integrity and adequacy of the REIT's internal controls and management information systems;
- defining the roles and responsibilities of management;
- reviewing and approving the business and investment objectives to be met by management of the REIT;
- assessing the performance of management;
- reviewing the REIT's debt management strategy;
- succession planning;
- ensuring effective and adequate communication with the Unitholders and other stakeholders as well as the public at large; and
- establishing committees of the Board, where required, and defining their mandate.
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, please download the Declaration of Trust at the bottom of the page.
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 and individual Trustees.