Corporate Governance

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
corporate governance’.

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:


Declaration of Trust

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.


Code of Conduct

It has always been the policy of Dundee International REIT that all its activities be conducted with the highest standards of honesty and integrity and in compliance with all legal and regulatory requirements. The Board annually reviews and approves Dundee International REIT’s Code of Conduct (the “Code”) for the Trustees, officers and employees of Dundee International REIT and its subsidiaries to reflect changes in Dundee International REIT’s business activities and evolving standards and practices. The Code formally sets out guidelines for behaviour and practices and requires all trustees, officers and employees to indicate in writing their familiarity with the Code and their agreement to comply with it.

Dundee International REIT promotes a culture of ethical business conduct compliance with the Code that is monitored by the Board through its Audit Committee.

The full Code of Business Conduct and Ethics is available for review below.


Board of Trustees

Dundee International REIT’s Board of Trustees oversees the management of the REIT’s affairs directly and through four existing standing committees. The responsibilities of the Board and each committee are set out in written mandates or charters, which are reviewed and approved annually.
In fulfilling its mandate, the Board is, among other things, responsible for the following:

  • overseeing Dundee International REIT’s overall long-term strategic-planning process and reviewing and approving its annual business plan;
  • assessing the principal risks of Dundee International REIT’s businesses and reviewing, approving and monitoring the systems in place to manage these risks;
  • reviewing major strategic initiatives to determine whether management’s proposed actions accord with long-term goals of Dundee International REIT and unitholder objectives;
  • overseeing Dundee International REIT’s relationship with its asset manager and reviewing matters relating to senior management and succession planning;
  • assessing performance against approved business plans;
  • reviewing and approving the reports issued to unitholders, including annual and interim financial statements;
  • promoting effective corporate governance; and
  • safeguarding unitholders’ equity interests through the optimum utilization of Dundee International REIT’s capital resources, including through approving issuances of debt and equity securities and setting an appropriate distribution policy.

Committees

The Board of Trustees believes that its committees assist in the effective functioning of the Board and help ensure that the views of Independent Trustees are effectively represented.

The Board has established four committees:

Independent Trustee: means a Trustee that is independent within the meaning of NI 58-101. Pursuant to NI 58-101, an Independent Trustee is one who is not an employee or executive officer of Dundee International REIT and who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with such Trustee’s independent judgment.


Audit Committee

The Audit Committee is responsible for monitoring Dundee International REIT’s systems and procedures for financial reporting and internal controls and the performance of Dundee International REIT’s external auditors. It is responsible for reviewing certain public disclosure documents prior to their approval by the full Board and release to the public including, among others, Dundee International REIT’s quarterly and annual financial statements and management’s discussion and analysis. The Audit Committee is also responsible for recommending to the Board the firm of chartered professional accountants to be nominated for appointment as the external auditor, and for approving the assignment of any non-audit work to be performed by the external auditor. The Audit Committee meets regularly in private session with Dundee International REIT’s external auditors and internal audit function, without management present, to discuss and review specific issues as appropriate.

The full responsibilities of the Audit Committee are set out in a written charter, which is reviewed annually by the Board. The charter is available for review below.

Applicable law and the Declaration of Trust requires the Board to have an Audit Committee consisting of at least three Trustees, each of whom must be independent and “financially literate” within the meaning of NI 52-110.

Audit Committee Members: Brydon Cruise (Chair), Detlef Bierbaum, and Duncan Jackman


Governance and Environmental Committee

It is the responsibility of the Governance and Environmental Committee, in consultation with the Chair of the Board, to assess from time to time the size and composition of the Board and its committees; to review the effectiveness of the Board’s operations and its relations with management; to assess the performance of the Board, its committees and individual Trustees; to review Dundee International REIT’s statement of corporate governance practices; and to review and recommend the Trustees’ compensation.

The full responsibilities of the Governance and Environmental Committee are set out in a written charter, which is reviewed annually by the Board. The charter is available for review below.

Governance and Environmental Committee Members: Duncan Jackman (Chair) and Brydon Cruise


Compensation Committee

The Compensation Committee is responsible for reviewing and making recommendations to the Board with respect to the compensation of Trustees and any officers of Dundee International REIT.

The full responsibilities of the Compensation Committee are set out in a written charter, which is reviewed annually by the Board. The charter is available for review below.

Compensation Committee Members: Brydon Cruise (Chair) and Duncan Jackman


Executive Committee

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 Dundee International REIT’s activities delegated to it by the Board of Trustees in accordance with the Declaration of Trust, Board and committee mandates and applicable law. The committee must: (a) approve or reject proposed investments by Dundee International REIT in accordance with its investment guidelines in Western Europe (or any other country or geographic region in which Dundee International REIT had significant presence), in each case of up to $50 million (by way of debt or equity); (b) approve the assumption or granting of any mortgage of up to $50 million (or such other amount provided the terms thereof have been reflected in Dundee International REIT’s operating budget approved by the Board of Trustees for the applicable year); (c) approve the entering into of currency and interest rate derivative contracts for hedging purposes in accordance with the hedging strategy approved by the Board of Trustees; (d) develop the strategy, risk management and staffing requirements for review and approval by the Board of Trustees; and (e) approve the assumption or incurrence of any debt obligations by Dundee International REIT of up to $50 million (or such other amount provided the terms thereof have been reflected in the operating budget approved by the Board for the applicable year). Although the Executive Committee has been delegated authority in respect of many aspects of the business of Dundee International REIT, in accordance with the mandate of the Board (attached as Appendix B to this Circular), all material investments and transactions outside the ordinary course of business must be reviewed by, and are subject to the prior approval of the Board.

The full responsibilities of the Executive Committee are set out in a written charter, which is reviewed annually by the Board. The charter is available for review below.

Executive Committee Members: Michael Cooper (Chair), Detlef Bierbaum and Jane Gavan


Charter of Expectations for Trustees

The Charter of Expectations for Trustees sets out Dundee International REIT’s expectations in regard to personal and professional competencies, unit ownership, executive mentoring obligations, meeting attendance, conflicts of interest, changes of circumstance and resignation events. Each Trustee may from time to time be asked to act as a mentor to one of the senior executives of Dundee International REIT to assist in his or her professional development. Trustees are expected to identify in advance any potential conflict of interest regarding a matter coming before the Board or its committees, bring these to the attention of the Board or committee chair and refrain from voting on such matters. Trustees are also expected to submit their resignations to the Chair of the Board if they become unable to attend at least 75% of the Board’s regularly scheduled meetings (unless the Board determines that there were extenuating circumstances respecting the Trustee’s absence), or if they become involved in a legal dispute, regulatory or similar proceedings, take on new responsibilities or experience other changes in personal or professional circumstances that could adversely impact Dundee International REIT or their ability to serve as trustee. The Charter of Expectations for Trustees is reviewed annually.

The full Charter of Expectations for Trustees is available for review below.


Disclosure Policy

The purpose of our Disclosure Policy is to ensure that Dundee International REIT’s communications with the investment community are timely, factual and accurate, and broadly disseminated in accordance with all applicable legal and regulatory requirements. The Disclosure Policy is reviewed annually by the Board  of Trustees.

The full Disclosure Policy is available for review below.


Position Descriptions

Chief Executive Officer

The Chief Executive Officer provides leadership to Dundee International REIT and, subject to approved policies and direction by the Board, manages the business and affairs of Dundee International REIT and oversees the execution of its strategic plan. In addition, the Chief Executive Officer is responsible for the following functions: seeing that the day-to-day activities and affairs of Dundee International REIT are appropriately managed; overseeing Dundee International REIT’s achievement and maintenance of a satisfactory competitive position within the real estate industry; presenting to the Board for approval an annual strategic plan for Dundee International REIT; presenting to the Board for approval the capital and operating plans to implement approved strategies on an ongoing basis; acting as the primary spokesperson for Dundee International REIT; presenting to the Board for approval an annual assessment of senior management and succession plans; recommending the appointment or termination of any senior executive of Dundee International REIT other than the Chair of the Board; and, together with the Chief Financial Officer, ensuring that controls and procedures are in place to ensure the accuracy and integrity of Dundee International REIT’s financial reporting and public disclosures.

The full position description of the Chief Executive Officer is available for review below.

 

Chair of the Board

The Chair of the Board manages the business of the Board and ensures that the functions identified in its mandate are being carried out effectively by the Board and its committees. In addition, the Chair of the Board is responsible for the following functions: ensuring Trustees receive the information required to perform their duties; ensuring an appropriate committee structure and making initial recommendations for committee appointments; ensuring that an appropriate system is in place to evaluate the performance of the Board as a whole, its committees and individual Trustees; and working with the Chief Executive Officer and senior management of Dundee International REIT to monitor progress on strategic planning, policy implementation and succession planning. The Chair of the Board also presides over all private sessions of the Independent Trustees and is responsible for ensuring that matters raised during these meetings are reviewed with management and acted upon in a timely fashion.

The full position description of the Chair of the Board is available for review below.

 

Chair of each Board Committee

The Board adopted general position descriptions for the committee chairs. To fulfill his or her responsibilities and duties, the chair for each committee shall: facilitate the effective operation and management of, and provide leadership to, the committee; chair meetings of the committee; set the agenda for each meeting of the committee and otherwise bring forward matters for consideration within the charter of the committee; facilitate the committee’s interaction with management, the Board and other committees of the Board; act as a resource and mentor for other members of the committee; report to the Board on matters considered by the committee, its activities and compliance with the committee’s charter; and perform such other duties and responsibilities as may be delegated to the Chair of the Board by the committee from time to time.

The full position description of the Chair of each Board Committee is available for review below.



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