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Committee Charters

Brookfield Canada Office Properties believes that board committees assist in the effective functioning of the board of trustees

The board of trustees has two standing committees: the Audit Committee and the Governance and Nominating Committee. Special committees may be formed from time to time as required to review particular matters or transactions. While the board of trustees retains overall responsibility for governance matters, the Audit and Governance and Nominating Committees have specific responsibilities for certain aspects of governance.

Audit Committee

Chaired by Paul D. McFarlane, the Audit Committee is responsible for monitoring Brookfield Canada Office Properties' systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents and monitoring the performance and independence of Brookfield Canada Office Properties' auditors. The committee is also responsible for reviewing the Brookfield Canada Office Properties annual audited financial statements, unaudited quarterly financial statements and management's discussion and analysis and review of related operations prior to their approval by the full board of trustees.

Composition
Paul D. McFarlane
Colum Bastable
Susan L. Riddell Rose

Governance and Nominating Committee

Chaired by Colum Bastable, the Governance and Nominating Committee is responsible for, in consultation with the Chairperson, assessing periodically the size and composition of the board of trustees and its committees, assessing effectiveness of the performance of the board of trustees, reviewing the Code of Business Conduct and Ethics and its Guidelines, monitoring the board of trustees' relations with management, and reviewing and recommending trustees' compensation.

Composition
Colum Bastable
Roderick D. Fraser
Paul D. McFarlane
Susan L. Riddell Rose

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