Governance
Statement of Governance Practices
Granite REIT has adopted certain structures and procedures to ensure that effective governance practices are followed and that the Board of Trustees of Granite Real Estate Investment Trust and the Board of Directors of Granite REIT Inc. (collectively referred to as the “Board”) function independently of management.
Applicable Governance Requirements and Guidelines
Granite REIT is subject to a number of legislative and regulatory corporate governance requirements and guidelines, including those of the Canadian Securities Administrators (the “CSA”), the New York Stock Exchange (the “NYSE”) and the United States Securities and Exchange Commission. These include the Corporate Governance Listing Standards of the NYSE, the Sarbanes-Oxley Act of 2002, National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines.
The Board monitors the governance requirements applicable to Granite and has implemented the recommendations of the Compensation, Governance and Nominating Committee, including the adoption of a Board Charter, an Audit Committee Charter, a Compensation, Governance and Nominating Committee Charter, a Disclosure Policy, a Code of Conduct and Ethics, an Anti-Bribery Policy, and a Board and Committee self-evaluation process. In addition, Granite has put in place policies and procedures relating to the pre-approval by the Audit Committee of all audit and permitted non-audit services by the external auditor, the hiring of former employees of the external auditor, and the internal reporting by employees and outside parties of accounting and auditing concerns (“Reporting Procedures”). The Compensation, Governance and Nominating Committee, Granite’s management and the Board will continue to monitor all governance developments and initiatives with a view to making the necessary and appropriate changes to Granite’s governance structures and procedures as required from time to time.
Available as Quick Links on this web page are copies of the Board Charter, the Audit Committee Charter, the Compensation, Governance and Nominating Committee Charter, the Investment Committee Charter, the Disclosure Policy, the Code of Conduct and Ethics, the Anti-Bribery Policy, and the Reporting Procedures.
Please direct any inquiries relating to Granite’s governance policies to Granite’s President and Chief Executive Officer.
NYSE Summary of Compliance
Under the New York Stock Exchange (the “NYSE”) rules, a “foreign private issuer” such as Granite REIT Inc. or Granite Real Estate Investment Trust (“Granite”) is not required to comply with most of the NYSE corporate governance listing standards. However, foreign private issuers are required to disclose any significant ways in which their corporate governance practices differ from those followed by U.S. companies under NYSE listing standards.
Granite is subject to the listing standards of the Toronto Stock Exchange (“TSX”) and the corporate governance rules of the Canadian securities regulators. Granite complies with these TSX listing standards and Canadian corporate governance rules.
Section 303A.08 of the NYSE’s Listed Company Manual requires shareholder approval of all equity compensation plans and material revisions to such plans. The definition of “equity compensation plan” covers plans that provide for the delivery of newly issued or treasury securities. The TSX rules provide that only equity compensation plans that provide for new issuances (or potential new issuances) of securities from treasury are subject to shareholder approval in certain circumstances. Granite follows the TSX rules with respect to the requirements for shareholder approval of equity compensation plans and material revisions to such plans.