COMMITTEES

Audit Committee

The Audit Committee is charged with assisting the Board of Trustees in fulfilling its oversight responsibilities with respect to financial reporting, including (i) reviewing CANMARC’s procedures for internal control with its auditors and Chief Financial Officer; (ii) reviewing and approving the engagement of the auditors; (iii) reviewing annual and quarterly financial statements and all other material continuous disclosure documents, including CANMARC’s annual information form and management’s discussion and analysis; (iv) assessing CANMARC’s financial and accounting personnel; (v) assessing CANMARC’s accounting policies; (vi) reviewing CANMARC’s risk management procedures; and (vii) reviewing any significant transactions outside CANMARC’s ordinary course of business and any pending litigation involving the REIT.

The Audit Committee must be composed of at least three trustees, all of whom must be independent trustees. It has direct communication channels with CANMARC’s Chief Financial Officer and external auditors to discuss and review such issues as the Audit Committee may deem appropriate.

Members of the Audit Committee:

 

Governance and Nominating Committee

The Governance and Nominating Committee is charged with reviewing, overseeing and evaluating CANMARC’S governance and nominating policies. The responsibilities of the Governance and Nominating Committee include: (i) assessing the effectiveness of the Board of trustees, each of its committees and individual trustees; (ii) overseeing the recruitment and selection of candidates as trustees of CANMARC; (iii) organizing an orientation and education program for new trustees; (iv) considering and approving proposals by the trustees to engage outside advisers on behalf of the Board of Trustees as a whole or on behalf of the independent trustees; and (v) reviewing and making recommendations to the Board of Trustees concerning any change in the number of trustees composing the Board of Trustees.

The Governance and Nominating Committee must be composed of at least three trustees, all of whom must be independent trustees.

Members of the Governance and Nominating Committee:

 

Compensation Committee

The Compensation Committee is charged with reviewing, overseeing and evaluating CANMARC’s compensation policies. Its responsibilities consist in: (i) considering questions of management succession; (ii) administering any unit option or purchase plan of CANMARC and any other compensation incentive programs; (iii) assessing the performance of management of CANMARC; (iv) reviewing and approving the compensation paid by CANMARC, if any, to the officers, advisers and consultants; and (v) reviewing and making recommendations to the Board of Trustees concerning the level and nature of the compensation payable to trustees and officers of the REIT.

The Compensation Committee must be composed of at least three members, the majority of whom must be independent trustees.

Members of the Compensation Committee:

 

Investment Committee

The Investment Committee is charged with: (i) approving or rejecting proposed acquisitions and dispositions of investments by CANMARC; (ii) authorizing proposed transactions; and (iii) approving all financing arrangements and the assumption or granting of any mortgage other than the renewal of any existing mortgage by any of CANMARC’s subsidiaries.

The Investment Committee must be composed of at least three trustees, each of whom must have a minimum of three years of substantial experience in the real estate industry, as determined by the Board of Trustees.

Members of the Investment Committee: