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boardwalk real estate investment trust ... - Boardwalk REIT

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-9-<br />

National Policy 58-201, Multilateral<br />

Instrument 52-110 and other<br />

applicable guidelines for improved<br />

corporate governance<br />

The audit committee duties<br />

should include oversight<br />

responsibility<br />

for<br />

management reporting on<br />

internal control. While it is<br />

<br />

to design and implement an<br />

effective system of internal<br />

control, it is the<br />

responsibility of the audit<br />

committee to ensure that<br />

management has done so.<br />

Does the Trust<br />

align<br />

Yes<br />

Governance proced<br />

The Audit and Risk Management Committee, which has oversight<br />

responsibility for management reporting on internal controls, requires<br />

that management implement and maintain appropriate internal control<br />

procedures. The committee meets with management to assess the<br />

adequacy and effectiveness of these systems of internal control.<br />

M.I. 52-110 contains a<br />

higher independence<br />

standard for members of the<br />

audit committee, disallowing<br />

any compensation to such<br />

members other than board or<br />

committee fees received<br />

from the issuer.<br />

Yes<br />

None of the members of the Audit and Risk Management Committee<br />

receives, directly or indirectly, any compensation from the Trust other<br />

<br />

requisite unitholder approval at the Meeting, participation in the Plan<br />

i<br />

15.The board should implement<br />

a system to enable an<br />

individual <strong>trust</strong>ee to engage<br />

an outside advisor, at the<br />

<br />

appropriate circumstances.<br />

The engagement of the<br />

outside advisor should be<br />

subject to the approval of<br />

the board or an appropriate<br />

committee of the board.<br />

Yes<br />

Individual <strong>trust</strong>ees may, with the approval of the Chairman of the<br />

Board or from the entire Board, engage outside advisors at the<br />

expense of the Trust.<br />

287703 V1

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