DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

Total 2,949,000
(1) Includes fees for review of interim financial statements and MD&A of $20,000.
(2) Audit-related fees are aggregate fees billed by our external auditor in 2011 for assurance and related services that are reasonably related to
the performance of the audit or review of our financial statements and are not reported under “Audit fees” in the table above.
(3) All other fees are aggregate fees billed or accrued by us in 2011 for products and services provided by our external auditor, other than the
services reported under “Audit fees”, “Audit-related fees” and “Tax advisory and compliance” in the table above. Included in this category
is $2,641,000 related to our initial public offering, which were one-time-only expenses and will not be recurring and $27,000 related to
acquisition due diligence.
The Initial Properties are held through the Dundee FCPs, which are regulated funds and which are audited
by Ernst & Young SA. In addition to the fees of our external auditor referred to above, we also currently
bear the fees of Ernst & Young SA for services provided to the Dundee FCPs. The aggregate fees billed
by Ernst & Young SA or accrued by us in 2011 for professional services in connection with the Dundee
FCPs amounted to $593,000, of which $208,000 pertains to the annual audit of the Dundee FCPs,
$21,000 pertains to the review of interim financial statements and $364,000 pertains to other fees, the
majority of which relate to our initial public offering.
Governance and Environmental Committee
The Declaration of Trust requires the Board of Trustees to have a Governance and Environmental
Committee consisting of at least three Trustees, all of whom must be Independent Trustees. The
Governance and Environmental Committee is charged with reviewing, overseeing and evaluating our
governance and environmental policies. The Board of Trustees has adopted a written charter for the
Governance and Environmental Committee setting out its responsibilities for: (a) assessing the
effectiveness of the Board of Trustees, each of its committees and individual Trustees; (b) overseeing the
recruitment and selection of candidates as Trustees; (c) organizing an orientation and education program
for new Trustees; (d) considering and approving proposals by the Trustees to engage outside advisers on
behalf of the Board of Trustees as a whole or on behalf of the Independent Trustees; (e) reviewing and
making recommendations to the Board of Trustees concerning any change in the number of Trustees
comprising the Board of Trustees; (f) reviewing the environmental state of any real property owned by us;
and (g) establishing formal policies and procedures to review and monitor our environmental exposure.
The Governance and Environmental Committee has established formal policies and procedures to review
and monitor the environmental state of any real property owned by us which take into account CSA Staff
Notice 51-533 – Environmental Reporting Guidance. Monitoring and review of the environmental state of
our real properties, including the environmental state of the Initial Properties described under the heading
“Assessment of Initial Properties” may include: (a) review of environmental liability risk assessments,
(b) review of environmental incident reports, (c) inspection and monitoring of any ongoing environmental
control measures, (d) review of compliance with local jurisdictional regulations and orders, and
(e) preparation of a hazardous materials management plan.
The Governance and Environmental Committee is comprised of Messrs. Brahin, Cruise and Jackman,
with Mr. Jackman as Chair. Each of these individuals is an Independent Trustee.
Compensation Committee
The Declaration of Trust requires the Board of Trustees to have a Compensation Committee consisting of
at least three Trustees, all of whom must be Independent Trustees.
The Compensation Committee is charged with reviewing, overseeing and evaluating our compensation
policies. In addition, the Board of Trustees has adopted a written charter for the Compensation Committee
setting out its responsibilities for: (a) considering questions of management succession; (b) administering
the Deferred Unit Incentive Plan and any unit option or purchase plan and any other compensation
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