boardwalk real estate investment trust ... - Boardwalk REIT

-3-
National Policy 58-201, Multilateral
Instrument 52-110 and other
applicable guidelines for improved
corporate governance
or other relationship which
could, or could reasonably
be perceived to, materially
ability to act with a view to
the best interests of the Trust
and its unitholders.
Does the Trust
align
Governance proced
of the Trust, Mr. Sam Kolias is the only
3. The board has responsibility
for applying the definition of
each individual trustee and
for disclosing annually the
analysis of the application of
the principles supporting
this definition and whether
the board has a majority of
unrelated trustees.
Yes
under N.P. 58-201, the Board of Trustees has determined that 6 of the
7 persons proposed for election to the Board in this Circular are
See item 2, above.
Under N.P. 58-201, certain
relationships serve as bars to
independence. In addition,
no trustee qualifies as
board of trustees
affirmatively determines that
the trustee has no material
relationship with the listed
issuer (either directly or as a
partner, unitholder or officer
of an organization that has a
relationship with issuer).
Disclosure must be made of
the basis for each
determination.
The Board has affirmatively assessed and determined that 6 of the 7
persons proposed for election to the Board in this Circular qualify as
standards.
See item 2 above.
4. The board should appoint a
committee of trustees
composed exclusively of
outside trustees, a majority
of whom are independent
trustees, with responsibility
for proposing new nominees
to the board and for
assessing trustees on an
ongoing basis.
Yes The Governance, Nominations and Compensation Committee
identifies, evaluates and recommends nominees for the Board of
Trustees, in consultation with the Chairman of the Board and the
President & CEO of the Trust. The Committee determines what
competencies, skills and personal qualities it should seek in new
Board members to add value to the Trust. In certain circumstances,
the committee may retain outside consultants to conduct searches for
appropriate nominees.
The Governance, Nominations and Compensation Committee is
287703 V1