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boardwalk real estate investment trust ... - Boardwalk REIT

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-5-<br />

National Policy 58-201, Multilateral<br />

Instrument 52-110 and other<br />

applicable guidelines for improved<br />

corporate governance<br />

and responsibilities involved<br />

in being a <strong>trust</strong>ee.<br />

Does the Trust<br />

align<br />

Governance proced<br />

responsibilities of <strong>trust</strong>ees, as well as comparative data derived from a<br />

survey of board compensation at other issuers. In recommending the<br />

<br />

interests of <strong>trust</strong>ees and unitholders. This is accomplished through<br />

both internal and external review of <strong>trust</strong>ee compensation.<br />

10.Subject to Guideline 14,<br />

committees of the board<br />

should generally be<br />

composed of outside<br />

<strong>trust</strong>ees, a majority of whom<br />

are independent.<br />

Yes<br />

Each committee of the Board of Trustees is composed solely of<br />

<br />

N.P. 58-201 and M.I. 52-<br />

110 require that the audit,<br />

compensation, and<br />

nominating committees be<br />

composed solely of<br />

<br />

The Governance, Nominations and Compensation Committee acts as<br />

the nominating and compensation committee of the Board. The audit<br />

<br />

<br />

of unitholders, all members of the Audit and Risk Management<br />

Committee and the Governance, Nominations and Compensation<br />

Commi <br />

standards.<br />

11.The board should assume<br />

responsibility for, or assign<br />

to a committee of <strong>trust</strong>ees<br />

responsibility for,<br />

developing the approach to<br />

corporate governance issues.<br />

Yes<br />

Ensuring the effectiveness of the Board is an ongoing process. This<br />

responsibility has been assigned to the Governance, Nominations and<br />

Compensation Committee. The Committee advises and assists the<br />

Board in applying governance principles and practices, and tracks<br />

develo <br />

the needs and circumstances of the Trust. It also recommends<br />

suitable candidates for election to the Board.<br />

This committee would,<br />

among other things, be<br />

responsible for the response<br />

to N.P. 58-201.<br />

Yes<br />

The Governance, Nominations and Compensation Committee and the<br />

-<br />

201.<br />

12.The Board of Trustees,<br />

together with the CEO,<br />

should develop position<br />

descriptions for the Board<br />

and for the CEO, including<br />

the definition of the limits to<br />

Yes<br />

The Board of Trustees has adopted a charter for the Board and a<br />

position description for the CEO. The Board currently sets the<br />

me the objectives against which<br />

<br />

287703 V1

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