2012 annual - Boardwalk REIT

Good Corporate Governance
One of Boardwalk’s corporate values is integrity. Accordingly, we
pride ourselves on striving to be honest, accountable and transparent
in all of our corporate reporting. As a result of our commitment
to integrity, good corporate governance has been the
foundation of all of Boardwalk’s successes over the past 28 years.
We were proud to be recognized by The Journal of the Institute
of Corporate Directors for effective communication regarding our
transition to International Financial Reporting Standards (IFRS).
We aim to provide our stakeholders with important information
in a timely manner, and encourage open and honest dialogue
between, and with, our stakeholders in an effort to ensure
Boardwalk’s continued success. Our Board of Trustees follows a
mandate described in their Statement of Corporate Governance
Practices that explicitly defines the expectations and limits of
both the Board and management. This comprehensive statement
of our governance principles gives authority and autonomy to
the Board through the articulation of key issues, including: specific
functions of the Board, Board independence and integrity,
selection and composition of the Board, and Board committees.
As a publicly traded Trust listed on the Toronto Stock Exchange
(TSX), Boardwalk either meets or exceeds the guidelines set out by
the TSX and Canadian Securities Administrators regarding effective
corporate governance. The governance of our Trust is based
on the mandate of our Board of Trustees, our Code of Business
Conduct, as well as the guiding Mission, Vision and Values that all
Associates and management are expected to uphold. These guiding
principles, derived from the Golden Rule of “treating others as
we would like to be treated,” provide a framework for our Trustees
and Associates as they deal with the often complex and sensitive
issues that arise over the normal course of our business.
As per the mandate, a majority of Trustees must be independent
of management and free from any business or other relationship
which could, or could reasonably be perceived to, materially
interfere with the Trustee’s ability to act with a view to the best
interests of the Trust and its Unitholders. Currently, five (5) of the
six (6) Board members are independent. In addition to assuming
responsibility for the stewardship of the Trust, Boardwalk’s Board
is specifically charged with:
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Reviewing, discussing and approving the Trust’s strategic
plan, which takes into account, among other things, the
opportunities and risks of the business.
Identifying the principal risks of the Trust’s business, and
ensuring implementation of appropriate systems to manage
those risks. (Among other things, the Board reviews risk management
policies and processes, including those concerning
credit risk, market risk, liquidity risk and operational risk.)
Reviewing the performance of the CEO and other senior
executives of the Trust.
Creating and maintaining the communication policy of the
Trust, including
– Approving the contents of major disclosure documents
of the Trust.
– Reviewing policies and programs related to the image
of the Trust and ensuring appropriate processes are in
place for communicating with all stakeholders.
– Reviewing how the Trust communicates and interacts
with analysts and the public to avoid selective disclosure.
Managing the integrity of internal controls and management
information systems.
In addition to its other accountabilities, the Board is responsible
for two committees, the Compensation, Governance and
Nominations Committee, as well as the Audit and Risk Management
Committee, each of which is composed solely of outside and
independent Trustees. The Compensation, Governance and
Nominations Committee is charged with the responsibilities of
identifying and evaluating candidates to fill Board vacancies,
and assessing Board and committee effectiveness. The Audit and
Risk Management Committee assists the Board in overseeing the
integrity of the Board’s financial statements, the performance
of the Trust’s external auditors, the adequacy and effectiveness
of internal controls and compliance with legal and regulatory
matters.
34 / Operations RevIEW Boardwalk REIT / AR 2012