Board and Committee Charters
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Board and Committee Charters

Audit Committee
Chaired by Christie J.B. Clark, 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.

Human Resources and Compensation Committee
Chaired by Richard B. Clark, the Human Resources and Compensation Committee is responsible for reviewing and reporting to the board of directors on human resource planning, including senior management appointments, succession planning and the levels and form of executive compensation in general, and the specific compensation of senior executives. The committee also reviews the positions descriptions and annual objectives of Brookfield Office Properties' Chief Executive Officer and his or her performance in relation to these objectives, and reports to the board of directors.

Governance and Nominating Committee
Chaired by Robert L. Stelzl, 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.
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