Corporate governance documents

@@ -1,12 +1,14 @@
---
schema: foundry-doc-v1
title: "Corporate governance documents"
slug: governance-documents
category: governance
index_group: board-and-management-oversight
last_edited: 2026-07-15
last_edited: 2026-08-24
editor: woodfine-editorial
status: stable
short_description: "Board mandate, committee charters, governance policy, and code of business conduct published as disclosure of governance practices under NP 58-201 and NI 58-101."
bcsc_class: forward-looking
short_description: "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."
references:
  - id: 1
    text: "National Policy 58-201 Corporate Governance Guidelines, Canadian Securities Administrators."
@@ -16,30 +18,23 @@ references:
    url: "https://www.osc.ca/en/securities-law/instruments-rules-policies/5/58-101"
---

Woodfine Capital Projects Inc. publishes its **corporate governance documents** here as
public disclosure of governance practices, consistent with National Policy 58-201
*Corporate Governance Guidelines*[^1] and the related disclosure requirements under
National Instrument 58-101.[^2] These foundational instruments structure the board of
directors, define the responsibilities of board committees, and establish the policies
that govern the relationship between the board, management, and shareholders.

## Board mandate

The board of directors is responsible for the stewardship of WCP, including approval of the
company's strategic direction, oversight of material risks, succession planning for senior
management, and the integrity of the company's financial reporting and internal controls. The
board mandate sets out these responsibilities in detail and defines the boundaries between
board oversight and day-to-day management authority.

The board mandate is reviewed annually and updated as governance practices evolve or
regulatory requirements change.
Professional Centres Canada LP, as a [[regulated-reporting-entity|Regulated Reporting
Entity]], is the entity whose governance practices are disclosed here consistent with
National Policy 58-201 *Corporate Governance Guidelines*[^1] and the related disclosure
requirements under National Instrument 58-101.[^2] WCP itself is a private company and is
not directly subject to these instruments; its role is as promoter and as the ultimate
parent of Woodfine Professional Centres Inc., the general partner bound by the governance
requirements described below. **Of the governance instruments named on this page, only
the audit committee charter is currently in place; the remaining committee charters and
policies described below are planned, not yet adopted or published.**

## Audit committee

The [[audit-committee-mandate|audit committee]] assists the board in its oversight of the integrity of the company's
financial reporting, the independence and performance of the external auditor, and the
adequacy of the company's internal control and risk management processes. The committee
charter specifies:
Professional Centres Canada LP has an [[audit-committee-mandate|audit committee charter]]
in place. The committee assists the general partner's board in its oversight of the
integrity of financial reporting, the independence and performance of the external
auditor, and the adequacy of internal control and risk management processes. The charter
specifies:

- Composition requirements (including independence and financial literacy requirements for
  each committee member)
@@ -48,38 +43,45 @@ charter specifies:
- Reporting obligations to the full board
- Meeting frequency and quorum requirements

The audit committee charter is filed as part of the [[about-annual-reporting-cycle|Annual Information Form]] and is reproduced
here for direct accessibility.
The audit committee charter is reproduced here for direct accessibility. Professional
Centres Canada LP is a venture issuer, a classification that does not carry a mandatory
[[about-annual-reporting-cycle|Annual Information Form]] filing requirement under NI
51-102 — publishing the charter here is a voluntary transparency practice, not evidence
of an AIF filing.

## Board mandate (planned)

A board mandate is intended to set out the board's responsibilities for strategic
oversight, material-risk oversight, senior-management succession planning, and the
integrity of financial reporting and internal controls, and to define the boundary
between board oversight and day-to-day management authority. This document is not yet
adopted.

## Compensation committee
## Compensation committee (planned)

The compensation committee assists the board in its oversight of the company's compensation
philosophy and the compensation of the Chief Executive Officer, other senior executives, and
non-executive directors. The committee charter specifies the process for setting executive
compensation, reviewing incentive plan design, and approving equity grants where applicable.
A compensation committee is intended to assist the board in its oversight of compensation
philosophy and the compensation of the Chief Executive Officer, other senior executives,
and non-executive directors. This committee and its charter are not yet in place.

## Nominating and governance committee
## Nominating and governance committee (planned)

The nominating and governance committee assists the board in identifying qualified candidates
for board membership, assessing board and committee composition, and overseeing the company's
corporate governance practices including adherence to the board mandate and committee charters.
The committee conducts an annual assessment of board effectiveness.
A nominating and governance committee is intended to assist the board in identifying
qualified board candidates, assessing board and committee composition, and overseeing
corporate governance practices. This committee is not yet in place.

## Corporate governance policy
## Corporate governance policy (planned)

The corporate governance policy consolidates the company's commitments to governance practices
that meet or exceed the standards established under Canadian securities regulation. It
addresses the independence of a majority of board members, the separation of the roles of
Chair and Chief Executive Officer, board diversity, director orientation and continuing
education, and the process for shareholder engagement.
A corporate governance policy is intended to consolidate governance-practice commitments
meeting or exceeding the standards established under Canadian securities regulation,
addressing board independence, separation of the Chair and Chief Executive Officer roles,
board diversity, and director orientation. This policy is not yet adopted.

## Code of business conduct
## Code of business conduct (planned)

The code of business conduct sets out the ethical standards applicable to all directors,
officers, employees, and contractors of WCP. It covers conflicts of interest, confidential
information, fair dealing with customers and suppliers, compliance with applicable law, and
the procedures for reporting concerns. The code is reviewed annually by the nominating and
governance committee.
A code of business conduct is intended to set out ethical standards applicable to
directors, officers, employees, and contractors, covering conflicts of interest,
confidential information, fair dealing, legal compliance, and concern-reporting
procedures. This code is not yet adopted.

## Unanimous shareholder agreement