Corporate Governance

Dundee REIT is committed to sound and effective corporate governance. Our goal is to not only meet the requirements established by securities laws and regulators but to also uphold the spirit of ‘good corporate governance’.

Our commitment to our investors is to provide sustainable and predictable distributions on their investment, and to communicate with them in an open and transparent manner. This means operating our business responsibly and with integrity, and providing full, fair, accurate, timely and understandable disclosure in all of our reporting.

We have established a governance structure that begins with our Declaration of Trust and is supported by the policies that we have put in place. While our management team directs our day-to-day operations, it is our board of trustees who govern our overall operations and affairs.

We are pleased to provide you the following information with respect to how our business is governed:

• Declaration of Trust
  
  
• Code of Conduct
  
  
• Board of Trustees
  
  
• Committees
  
  
  1. Audit Committee
  2. Compensation Committee
  3. Governance and Environmental Committee
  4. Investment Committee
  
  
• Whistleblower Policy
  
  
• Disclosure Policy

1. Audit Committee
2. Compensation Committee
3. Governance and Environmental Committee and
4. Investment Committee

Our Declaration of Trust requires that a majority of the trustees on each of these committees (other than the Investment Committee) be Independent Trustees* and that a majority of the trustees on each of these committees be resident Canadians.

The Audit Committee and Governance and Environmental Committee currently include only Independent Trustees.

* Independent Trustees - We define an Independent Trustee as any trustee who is not directly employed by Dundee REIT or any of our affiliates or who is not or has not been an employee of Dundee Corporation or any affiliate of Dundee Corporation at any time. At this time, our Independent Trustees are:

- Detlef Bierbaum
- Peter A. Crossgrove
- Robert G. Goodall
- Duncan Jackman
- Robert Tweedy

Audit Committee

The responsibilities of the Audit Committee are set out in the Audit Committee Charter. The Audit Committee is established to assist the Board in fulfilling its oversight responsibilities to unitholders, potential unitholders, the investment community, and others relating to:

• the integrity of the Trust’s financial statements and financial reporting process, including the audit process and the Trust’s internal accounting controls and procedures;
  
  
• compliance with related legal and regulatory requirements;
  
  
• the qualifications and independence of the external auditors;
  
  
• work of the Trust’s external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Trust;
  
  
• the performance of the Trust's management and external auditors in these areas; and

In fulfilling its purpose, it is the responsibility of the Committee to maintain free and open communication between the Committee, independent auditors, and management of the Trust, and to determine that all parties are aware of their responsibilities.

Our Declaration of Trust requires that the Audit Committee be comprised of at least three trustees and that the Chair of this committee be an Independent Trustee who is also resident Canadian. This Committee currently consists of three members, of all whom are Independent Trustees:

- Peter A. Crossgrove, Committee Chair
- Robert G. Goodall
- Duncan Jackman

Audit Committee Charter (PDF)


Compensation Committee

The responsibilities of the Compensation Committee include:

• annually reviewing and making recommendations to the Board with respect to the compensation of trustees, the Chief Executive Officer, the President and the Chief Financial Officer of the Trust and any other officers or employees of the Trust as may be identified to the committee by the Board.
  
  
• annually reviewing, assessing and approving the compensation package of the Chief Executive Officer and each member of Management.
  
  
• reviewing and making recommendations to the Board with respect to compensation policies and processes and any incentive compensation and equity compensation plans of the Trust.
  
  
• responsible for administering the Trust’s Deferred Unit Incentive Plan.
  
• periodically reviewing with the Chair of the Board and the Chief Executive Officer the succession plans relating to the position of the Chief Executive Officer and other senior positions and making recommendations to the Board with respect to the selection of individuals to occupy these positions.

Our Declaration of Trust requires that the Compensation Committee be comprised of at least three trustees and that the Chair of this committee be an Independent Trustee who is also resident Canadian. The Compensation Committee currently consists of three members:

- Robert G. Goodall, Committee Chair
- Peter A. Crossgrove

Governance and Environmental Committee

The Governance and Environmental Committee performs a number of functions, including:

• assisting the Board in developing the Trust’s approach to governance, including overseeing and assessing the functioning of the Trust, the Board and the committees of the Board;
  
  
• identifying qualified candidates for trustees (other than those trustees considered to be appointees of Dundee Corporation) and recommending those candidates to the Board for election at the next annual meeting of unitholders;
  
  
• establishing, approving and periodically reviewing the Trust’s code of conduct, and overseeing management’s monitoring of compliance with the code;
  
  
• reviewing the environmental state of any real property owned by Dundee Properties LP and establishing formal policies and procedures to review and monitor environmental exposure of the Trust and its subsidiaries.

The Governance and Environmental Committee currently consists of four members, all of whom are Independent Trustees:

- Peter A. Crossgrove, Committee Chair
- Detlef Bierbaum
- Duncan Jackman
- Robert Tweedy


Investment Committee

The Investment Committee assists the Board in discharging the Board’s oversight responsibilities relating to acquisitions and dispositions of investments, proposed transactions and financing arrangements.

Each member of the committee must have a minimum of three years of substantial experience in the real estate industry which may include, without limitation, having been a board member or senior officer of a real estate company.

The approval of the committee is required in order for Dundee Properties GP Inc. to approve or authorize any investments, acquisitions or dispositions by Dundee Properties LP having a purchase or investment price greater than $5 million, net of assumed or arranged mortgage debt, if any. In addition, the committee must approve or reject any financing (including the assumption or granting of any mortgage relating to such financing) proposed to be obtained by Dundee Properties LP where the dollar amount or value of the financing (net of assumed or pre-arranged debt which is non-recourse to Dundee Properties LP) is greater than $35 million, other than a renewal of any existing mortgage by any of the Trust’s subsidiary entities.

The Investment Committee currently consists of three members:

- Michael Cooper, Committee Chair
- Detlef Bierbaum
- Ned Goodman