Brookfield Office Properties' board of directors is strongly committed to sound corporate governance practices. The board continuously reviews its policies and benchmarks them against evolving governance legislation and the views of acknowledged leaders in the area. During 2012, the company continued to further its commitment to prudent corporate governance, ensuring that investors' interests are represented by a majority of independent directors on the board.
Brookfield Office Properties has several shareholder-friendly corporate governance policies:
- The board has a majority of independent directors
- The full board is elected annually; shareholders have cumulative voting rights in director elections and the company has adopted a majority voting policy
- The company has adopted a policy of giving shareholders the opportunity to cast an advisory vote on the company's approach to executive compensation
- The company does not have a poison pill in place
- The positions of CEO and Chairman are separated and a lead independent director is designated
- The company has publicly disclosed board guidelines and the performance of the board is reviewed annually
- Independent directors routinely meet without the CEO or management present
- The audit committee and the governance and nominating committee are composed solely of independent directors
- The company has a whistleblower hotline operated by an independent third party
The charters for the board of directors and each of the standing committees are in compliance with New York Stock Exchange rules on corporate governance, the provisions of the Sarbanes-Oxley Act of 2002, and Canadian securities laws. The board believes that it has an appropriate mix of directors on its committees to oversee the business plan and management's performance effectively.
The board strives to keep informed on governance developments as the regulatory and business climates continue to evolve, and to adopt measures as appropriate to ensure that the company's commitment to sound corporate governance remains intact.