The following is a summary of the significant ways in which Brookfield Properties’ corporate governance practices differ from those required to be followed by U.S. domestic issuers under the NYSE Rules. Except as described in this summary, Brookfield Properties is in compliance with the NYSE Rules in all significant respects.
As set out under “Principal Holders of Voting Shares,” in Brookfield Properties’ Management Proxy Circular dated March 8, 2010, Brookfield Asset Management owns approximately 51% of Brookfield Properties’ Common shares and 97% of Brookfield Properties’ Class A Redeemable Voting preferred shares. As such, we are a controlled company as defined by the NYSE Rules and have chosen to rely on the “controlled companies exemption” with respect to certain independence requirements under the NYSE Rules. The Human Resources and Compensation Committee is comprised of a majority of independent directors and it has one Brookfield Asset Management representative. The Audit Committee and the Governance and Nominating Committee are each comprised solely of independent directors. The board of directors believes that it has an appropriate mix of directors on its committees to effectively oversee the business plan and management’s performance.