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BOARDWALK REAL ESTATE INVESTMENT ... - Boardwalk REIT

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- 16 -CommitteesThe Board of Trustees has established two committees: the Audit and Risk Management Committee andthe Compensation, Governance and Nominations Committee.Audit and Risk Management CommitteeThe Trustees have appointed an Audit and Risk Management Committee (the "Audit Committee")consisting of three (3) Trustees, all of whom are Independent Trustees. The Chair of the Audit Committee, GaryGoodman, was selected from the group of Independent Trustees appointed to serve on such Committee. TheAudit Committee is required to: (i) review <strong>Boardwalk</strong> <strong>REIT</strong>'s procedures for internal control with the Auditorsand Chief Financial Officer of <strong>Boardwalk</strong> <strong>REIT</strong>; (ii) review the engagement and approve the fees of the Auditorsand other professional advisors; (iii) review and recommend to the Trustees for their approval annual andquarterly financial statements, as well as management's discussion and analysis of financial condition and resultsof operation; (iv) assess <strong>Boardwalk</strong> <strong>REIT</strong>'s financial and accounting personnel; (v) review and approve the publicdisclosure documents of <strong>Boardwalk</strong> <strong>REIT</strong>, including press releases; (vi) review the principal business risks of the<strong>REIT</strong> on behalf of the Board; and (vii) review any significant transactions outside <strong>Boardwalk</strong> <strong>REIT</strong>'s ordinaryactivities and all pending litigation involving <strong>Boardwalk</strong> <strong>REIT</strong>.The Audit Committee meets a minimum of four (4) times per year and with each of the external auditorsand management in separate sessions. Each member of the Audit Committee is required to be financially literate,meaning that the member has the ability to read and understand a set of financial statements that present a breadthand level of complexity of the issues that can be expected to be raised by the Trust's financial statements, and atleast one member of the committee is required to have accounting or related financial experience, meaning thatsuch member has the ability to analyze and interpret a full set of financial statements, including the notes attachedthereto, in accordance with Canadian generally accepted accounting principles.The Audit Committee currently has three (3) members, James R. Dewald, Gary Goodman and Al W.Mawani, none of whom has a direct or indirect material relationship with the Trust and each of whom isfinancially literate (as defined above). The following is a brief summary of the education and experience of eachmember of the Audit Committee that is relevant to the performance of his responsibilities as a member of theAudit Committee, including any education or experience that has provided the member with an understanding ofthe accounting principles used by the Trust to prepare its annual and interim financial statements:Name of AuditCommittee MemberJames R. DewaldRelevant Education and ExperienceDr. Dewald has been a Trustee since May 10, 2005. He is currently an AssociateProfessor of Strategy and Global Management at the University of Calgary‘s HaskayneSchool of Business, and Managing Partner of Peters-Dewald Land Company Inc.,positions he has held since 2006 and 2001, respectively. Dr. Dewald was President ofStormpilots Inc. from 2001 to 2006. Prior thereto, Dr. Dewald was a President,Director and Chief Operating Officer of 411 HomeNet Group Inc. (1999 to 2001) andPresident & CEO of Hopewell Residential Communities Inc. (1996 to 2000). Dr.Dewald has been a professional engineer since 1981, and obtained his Ph.D. inManagement (specializing in strategy and global management) from the University ofCalgary in 2006. Dr. Dewald obtained a Masters of Business Administration from theUniversity of Alberta in 1984, and a Bachelor of Sciences degree in Engineering fromthe University of Alberta in 1979.

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