Governance and Investor Rights

@@ -28,17 +28,22 @@ rights.

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## Where to start

Thirteen articles sit in this category, across board oversight, investor rights, and
required disclosures. These four carry the decisions and protections that bear most
directly on a limited partner's position.

- [[governance-documents|Corporate governance documents]] — The governance instruments disclosed for Professional Centres Canada LP. Only the audit committee charter is in place; the board mandate, remaining charters, and code of business conduct are planned but not yet adopted.
- [[special-resolutions-and-general-partner-removal|Special resolutions and general partner removal]] — Limited partners can remove the general partner outright, through one mechanism: a 75% Special Resolution vote.
- [[statutory-rights|Statutory rights]] — The baseline protections against misrepresentation in offering documents, which apply regardless of what a partnership agreement says. A plain-language explainer, not a legal opinion.
- [[fees-to-affiliates-and-conflicts-of-interest|Fees to affiliates and conflicts of interest]] — Section 9.5 of the partnership agreement bars any fee calculated by reference to net asset value, and blocks promoter affiliates other than the advisor from receiving fees at all.

## Board and management oversight

[[governance-documents|Corporate Governance Documents]] is the entry point: the audit
committee charter that is in place, and the board mandate, remaining committee charters,
and code of business conduct that are planned but not yet adopted.
[[audit-committee-mandate|The Audit Committee Mandate]] sets out that committee's
composition and responsibilities in more detail, while
[[tripartite-management-structure|the Tripartite Management Structure]] describes the
functional separation between development, compliance, and capital management that the
board oversees. [[auditors-transfer-agent-registrar|Auditors, Transfer Agent, and
Registrar]] covers the three external roles the structure depends on.
Four articles cover the instruments and roles through which the board supervises
management. Only the audit committee charter is in place today; the remaining governance
instruments are planned but not yet adopted.

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- [[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.
@@ -49,19 +54,9 @@ Registrar]] covers the three external roles the structure depends on.

## Investor Rights and Voting

[[investor-relations-policy|The Investor Relations Policy]] is the entry point: how the
group communicates with limited partners day to day. [[statutory-rights|Statutory
Rights]] sets out the baseline protections — rescission, damages, and the rights that
attach to different distribution channels — that apply regardless of what a
partnership agreement says.
[[special-resolutions-and-general-partner-removal|Special Resolutions and General
Partner Removal]] and [[meetings-of-limited-partners|Meetings of Limited Partners]]
describe the mechanics investors actually use to exercise those rights — the vote
threshold and matters a Special Resolution governs, and how a meeting is called,
noticed, and voted. [[limited-partner-eligibility-representations|Limited Partner
Eligibility Representations]] closes the loop: the ongoing representations each
investor makes to remain eligible, and the forced-sale procedure if their
circumstances change.
Five articles cover what a limited partner can actually do — the baseline statutory
protections, the vote thresholds, and the meeting mechanics. A limited partnership has no
board; the Special Resolution vote is the structural substitute for board oversight.

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- [[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.
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## Conflicts and Required Disclosures

[[fees-to-affiliates-and-conflicts-of-interest|Fees to Affiliates and Conflicts of
Interest]] is the entry point: the net-asset-value fee prohibition and the rule
limiting fees paid to promoter affiliates. [[material-contracts|Material Contracts]],
[[legal-proceedings|Legal Proceedings]], and [[experts|Experts]] complete the
disclosure record a prospective investor would review alongside it — the contracts the
group has entered into, any legal proceedings on file, and the named experts whose work
the disclosure record relies on.
Four articles cover the conflicts regime and the disclosure record a prospective investor
would review alongside it: the contracts entered into, any legal proceedings on file, and
the named experts the record relies on.

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- [[fees-to-affiliates-and-conflicts-of-interest]] — The net-asset-value fee prohibition and the rule limiting fees to promoter affiliates.