Corporate Governance Guidelines
Corporate governance relates to the activities of the board of directors who are elected by and are accountable to the shareholders, and takes into account the role of management who are appointed by the board of directors and who are charged with the ongoing management of the corporation.
The board of directors is of the view that Brookfield Office Properties' corporate governance policies and practices, the Guidelines, are comprehensive and consistent with requirements of the New York Stock Exchange, the Toronto Stock Exchange and the applicable provisions under the U.S. Sarbanes-Oxley Act of 2002 and applicable Canadian securities laws.
The board of directors will revise these Guidelines from time to time based on its assessment of Brookfield Office Properties' needs and legal and regulatory developments. Brookfield Office Properties' Governance and Nominating Committee will review these Guidelines annually, or more often if warranted, and recommend to the board of directors such changes as it deems necessary and appropriate.
Code of Business Conduct and Ethics
The board of directors expects all directors, officers and employees of the Corporation to conduct themselves in accordance with the highest ethical standards and to adhere to Brookfield Office Properties' Code of Business Conduct and Ethics. Any waiver of the Code of Business Conduct and Ethics for officers and directors may only be made by the board of directors or the Governance and Nominating Committee.
Disclosure and Insider Trading Policy
Brookfield Office Properties has adopted a Disclosure and Insider Trading Policy which summarizes its policies and practices regarding disclosure of material information to investors, analysts and the media. The purpose of this policy is to ensure that the Corporation's communications with the investment community are timely, consistent and in compliance with all applicable securities legislation. This Disclosure and Insider Trading Policy is reviewed annually by the board of directors.