Governance and Investor Rights
- Audit committee mandate
The composition, independence requirements, and responsibilities of the audit committee under NI 52-110 Audit Committees, including oversight of financial reporting, external auditor relationships, and internal controls.
- Auditors, transfer agent, and registrar
Roles of the auditor, transfer agent, and registrar: independent verification, ownership records, and register maintenance in the corporate structure.
- Corporate governance documents
Professional Centres Canada LP's audit committee charter, currently in place, alongside the board mandate, remaining committee charters, governance policy, and code of business conduct planned but not yet adopted.
- Experts
Named experts disclosure: the auditor of record, external legal counsel, and independent appraisers whose reports are referenced in offering materials.
- Fees to affiliates and conflicts of interest
The net-asset-value fee prohibition and the rule limiting fees to promoter affiliates.
- Investor relations policy
The structure and purpose of a formal investor relations policy: preventing selective disclosure, designating authorised spokespersons, establishing quiet periods, and managing guidance within the continuous disclosure framework of NI 51-102 and CSA National Policy 51-201.
- Legal proceedings
Legal proceedings disclosure: the standard reporting-issuer statement, current only as of the last filing date, alongside the one partnership-level regulatory action already disclosed elsewhere in this wiki.
- Limited partner eligibility representations
The ongoing tax and regulatory representations each limited partner makes, and the forced-sale procedure if they change.
- Material contracts
Material contracts disclosure: management agreements, property management contracts, and major leases, and where investors can request them.
- Meetings of limited partners
How limited partners call, notice, and vote at a meeting of the partnership.
- Special resolutions and general partner removal
The Special Resolution vote threshold, the matters it governs, the conditions for removing the general partner, and amendment protections.
- Statutory rights
Statutory investor rights under Canadian securities law: rescission, damages, and the rights that attach to different distribution channels.
- Tripartite management structure
The three-way functional separation — development execution, Regulated Reporting Entity compliance, and an independent Asset Manager banking syndicate — that governs how each Direct-Hold Solution is managed and capitalized.