Dundee International REIT is committed to sound and effective corporate governance. Our goal is to not only
meet the requirements established by securities laws and regulators but to also uphold the spirit of ‘good
We strive to provide sustainable and predictable distributions to our investors, and to communicate in an open, honest and transparent manner. This means operating our business responsibly and with integrity, and providing full, fair, accurate, timely and understandable disclosure in all of our reporting.
We have established a governance structure that begins with our Declaration of Trust and is supported by the policies that we have put in place. While our management team directs our day-to-day operations, it is our board of trustees that governs our overall operations and affairs.
We are pleased to provide you the following information with respect to how we are governed:
Dundee International REIT's Declaration of Trust governs our operations and includes such topics as investment guidelines and operating policies, financing restrictions, units and distributions, and the responsibilities and obligations of the Trustees.
Our Code of Conduct (the “Code”) is our statement of the values and principles that guide us in our day-to-day activities. The keystones are: integrity, respect, fairness, accountability and transparency. The Code supports our commitment to operate our business at the highest level of legal, moral and ethical standards. The Code applies to all trustees, officers and employees of Dundee International REIT and its subsidiaries.
Each of our trustees is required to exercise the powers and discharge the duties of his or her office honestly and in good faith with a view to the best interests of Dundee International REIT and our unitholders. In doing so, he or she must exercise the care, diligence and skill that a reasonable and prudent person would exercise in comparable circumstances. Each of our trustees has a unique and valuable skill set.
Our Board of Trustees currently has four committees:
Our Declaration of Trust requires that all of the trustees on these committees (other than the Executive Committee) be Independent Trustees* and that a majority of the trustees on each of these committees be resident Canadians.
* Independent Trustees - means any Trustee who is independent for purposes of NI 58-101, including: one who is free from any direct or indirect relationship which could, in the view of the Board of Trustees, be reasonably expected to interfere with such Trustee's independent judgment. At this time, our Independent Trustees are:
The responsibilities of the Audit Committee are set out in the Audit Committee Charter. The Audit Committee is established to assist the Board in fulfilling its oversight responsibilities to unitholders, the investment community, and others relating to financial reporting, including to:
In fulfilling its purpose, it is the responsibility of the Committee to maintain free and open communication between the Committee, independent auditors, and management of the Trust, and to determine that all parties are aware of their responsibilities.
Our Declaration of Trust requires that the Audit Committee be composed of at least three trustees, all of whom must be Independent Trustees and a majority of whom must be residents of Canada. This Committee currently consists of three members:
Audit Committee Charter (PDF)
The responsibilities of the Compensation Committee are set out in the Compensation Committee Charter. The Compensation Committee is charged with reviewing, overseeing and evaluating our compensation policies.
Our Declaration of Trust requires that the Compensation Committee be comprised of at least three trustees, all of whom must be Independent Trustees and the majority of whom must be residents of Canada. The Compensation Committee currently consists of three members:
The Governance and Environmental Committee performs a number of functions, including:
Our Declaration of Trust requires that the Governance and Environmental Committee be comprised of at least three trustees, all of whom must be Independent Trustees and the majority of whom must be residents of Canada. The Committee currently consists of three members:
The Executive Committee meets on an "as needed" basis and has the authority to exercise all of the powers and discretions in the management and direction of our activities delegated to it by the Board of Trustees in accordance with our Declaration of Trust, Board and committee mandates and applicable law, including to:
Although our Executive Committee has been delegated authority in respect of many aspects of our business, all material investments and transactions outside our ordinary course of business must be reviewed by, and are subject to the prior approval of, our Board of Trustees.
The Executive Committee currently consists of four members:
At Dundee International REIT, we are steadfast in our commitment to maintaining the highest business and personal ethical standards by dealing openly and honestly with our investors, tenants, suppliers and employees. Our Whistleblower Policy establishes procedures for the receipt, retention and treatment of complaints received by the Trust regarding accounting standards or internal control standards.
Dundee International REIT has contracted EthicsPoint Inc., an independent service provider, to manage any complaints or concerns on our behalf. This service reports directly to the Audit Committee of Dundee International REIT and is available seven (7) days a week, 365 days a year. Any concerns may be reported directly, confidentially and, if preferred, anonymously, through www.ethicspoint.com.
The objective of our disclosure policy is to ensure that communications to the public about Dundee International REIT are timely, factual and accurate, and disseminated in accordance with all applicable legal and regulatory requirements. The policy covers topics including composition and responsibilities of the Disclosure Committee, trading restrictions and blackout periods, confidentiality, dealing with the media, analysts and investors, and designated spokespersons. This policy applies to all trustees, officers and employees of Dundee International REIT and its subsidiaries, including trusts and partnerships and other entities in which Dundee International REIT owns directly or indirectly at least a 50% equity interest.