Corporate Governance

Whiterock REIT and the Board of Trustees recognize the importance of corporate governance to effective management and to the protection of its employees and unitholders. Whiterock's approach to significant issues of corporate governance is designed with a view to ensuring that the REIT's business and affairs are effectively managed so as to enhance unitholder value. The Board fulfils its mandate directly and through its committees at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed, depending upon the state of Whiterock's affairs and in light of opportunities or risks the REIT faces. The Trustees are kept informed of Whiterock's operations at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise. The Trust continues to monitor developments in Canada with a view to further revising its governance policies and practices, as appropriate.

The following is a description of Whiterock's corporate governance practices, which has been prepared by the Governance and Compensation Committee and has been approved by the Board.

Board of Trustees Mandate

The Board is responsible for fostering the short and long-term success of Whiterock REIT and is accountable to its unitholders. The Board discharges its responsibilities directly and through the Audit Committee and Governance and Compensation Committee. The Board's powers and duties are outlined in Article IV of the Fourth Amended and Restated Declaration of Trust of Whiterock REIT dated December 23, 2009, a copy of which is available on SEDAR at www.sedar.com.

A majority of the Board is independent. Each of Oswald Pedde, Emerson Hughes, Gregory Guido and Nick Kanji are independent within the meaning of the Governance Guidelines and hold periodic meetings to review the business operations, governance and financial results of the REIT without the presence of management. Jason Underwood is not independent as he is an executive officer of Whiterock.

To facilitate the functioning of the Board independently of management, the following structures and processes are in place:

  • A non-executive Chairman has been appointed
  • A majority of the Trustees are non-management members
  • Independent committees may be appointed from time to time, when appropriate

Committees of the Board of Trustees

Audit Committee
Whiterock is required under its Declaration of Trust to have an Audit Committee composed of not less than three Trustees, a majority of which must be independent. The duties and responsibilities of the Audit Committee are set forth in the Audit Committee Charter, which can be viewed in the Annual Information Form.

Investment Committee
The Trustees may from time to time appoint from among their number an Investment Committee consisting of at least three Trustees, a majority of which must be independent Trustees. The Committee's duties are to review all proposals regarding investments, approve or reject proposed acquisitions and dispositions of investments by Whiterock, authorize proposed transactions on behalf of Whiterock and approve all borrowing and the assumption or granting of any mortgage or security.

Governance and Compensation Committee
Whiterock is required under the Declaration of Trust to have a Governance and Compensation Committee composed of at least three Trustees. This Committee is charged with responsibility for negotiating and finalizing and otherwise dealing with all employment, consulting or other compensation agreements between Whiterock and any Trustee or senior officer of Whiterock and with administering the Unit Option Plan.