Conduct Guidelines

Conduct Guidelines

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 company.

The board is of the view that the company's corporate governance policies and practices 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 and the practices of Canadian public companies in similar circumstances to the company.

Code of Business Conduct and Ethics
The board of directors expects all directors, officers and employees of the company to conduct themselves in accordance with the highest ethical standards and to adhere to Brookfield Office Properties' Code of Business Conduct and Ethics.

Disclosure Policy
Brookfield Office Properties has adopted a Disclosure 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 company's communications with the investment community are timely, consistent and in compliance with all applicable securities legislation.

Personal Trading Policy
The company has adopted a personal trading policy which is aimed at preventing directors, officers and employees from breaching prohibitions against insider trading, whether intentionally or unintentionally, and preventing securities trading that, although not illegal, exposes them and/or the company to potential reputational risk.
Conduct Guidelines