Governance Policies
Brookfield Properties' shareholder-friendly corporate governance policies include:
- The board has a majority of independent directors and a lead independent director
- The full board is elected annually; shareholders have cumulative voting rights in director elections
- The company does not have a poison pill in place
- The company expenses stock option grants on its income statement
- The positions of CEO and Chairman are separated
- The company has publicly-disclosed board guidelines
- Outside directors meet without the CEO or management present
- The audit committee is comprised solely of independent directors
NYSE Rules
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. Brookfield Properties, a Canadian company, has chosen to comply with NYSE rules as they apply to U.S. domestic companies and we have filed with the New York Stock Exchange the most recent Annual CEO Certification as required by section 303A.12(a) of the NYSE Listed Company Manual. However, the company has elected to rely on an exemption from the NYSE rules with respect to certain independence requirements for some of its committees. The board believes that it has an appropriate mix of directors on its committees to effectively oversee the business plan and management's performance.
The board endeavors to maintain a watchful eye on governance developments as the regulatory and business climates continue to evolve, and to adopt measures as appropriate in order to ensure that the company's commitment to good corporate governance remains effective and strong.
