Board and Committee Charters

Board and Committee Charters

Audit Committee

Chaired by Robert L. Stetzel, the Audit Committee is responsible for monitoring Brookfield Office Properties' systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents and monitoring the performance and independence of Brookfield Office Properties' auditors. The committee is also responsible for reviewing the Brookfield Office Properties' annual audited financial statements, unaudited quarterly financial statements and management's discussion and analysis and review of related operations prior to their approval by the full board of directors.

Governance and Nominating Committee

Chaired by Saul Shulman, the Governance and Nominating Committee is responsible for, in consultation with the Chairperson, assessing periodically the size and composition of the board of directors and its committees, assessing effectiveness of the performance of the board of directors and its directors, reviewing the Brookfield Office Properties' Code of Business Conduct and Ethics and its Guidelines, monitoring the board of directors' relations with management, and reviewing and recommending directors' compensation.