
BPO Properties believes that board committees assist in the effective functioning of the board of directors.
The board of directors has two standing committees: the Audit Committee and the Governance and Nominating Committee. Special committees may be formed from time to time as required to review particular matters or transactions. While the board of directors retains overall responsibility for corporate governance matters, the Audit and Governance and Nominating Committees have specific responsibilities for certain aspects of corporate governance.
Audit Committee
Chaired by Robert J. MacGavin, the Audit Committee is responsible for monitoring BPO Properties' systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents and monitoring the performance and independence of BPO Properties' auditors. The committee is also responsible for reviewing the BPO Properties' annual audited financial statements, unaudited quarterly financial statements and management's discussion and analysis and review of related operations prior to their approval by the full board of directors.
Governance and Nominating Committee
Chaired by William G. Davis, the Governance and Nominating Committee is responsible for, in consultation with the Chairperson, assessing periodically the size and composition of the board of directors and its committees, assessing effectiveness of the performance of the board of directors and its directors, reviewing the BPO Properties' Code of Business Conduct and Ethics and its Guidelines, monitoring the board of directors' relations with management, and reviewing and recommending directors' compensation.
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