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Woodfine Capital Projects

Last updated · 10f9b105 · Español

Corporate Governance Documents

Corporate governance documents are the foundational instruments through which Woodfine Capital Projects Inc. structures its board of directors, defines the responsibilities of board committees, and establishes the policies that govern the relationship between the board, management, and shareholders. These documents are published here as public disclosure of governance practices, consistent with National Policy 58-201 Corporate Governance Guidelines1 and the related disclosure requirements under National Instrument 58-101.2

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.

Audit committee

The 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:

  • Composition requirements (including independence and financial literacy requirements for each committee member)
  • Mandate scope: external auditor oversight, financial statement review, internal controls and risk management review, and complaint-handling procedures
  • Reporting obligations to the full board
  • Meeting frequency and quorum requirements

The audit committee charter is filed as part of the Annual Information Form and is reproduced here for direct accessibility.

Compensation committee

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.

Nominating and governance committee

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.

Corporate governance policy

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.

Code of business conduct

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.

Governance documents

Document Date Download
(documents to be added as approved and published)

See also

  1. National Policy 58-201 Corporate Governance Guidelines, Canadian Securities Administrators. https://www.osc.ca/en/securities-law/instruments-rules-policies/5/58-201 ↩

  2. National Instrument 58-101 Disclosure of Corporate Governance Practices, Canadian Securities Administrators. https://www.osc.ca/en/securities-law/instruments-rules-policies/5/58-101 ↩

Important Information

Important Information

Securities offering. Woodfine Capital Projects Inc. ("Woodfine") sponsors real-property direct-hold solutions. Interests in those solutions are offered only to investors who qualify under an applicable prospectus exemption — including the accredited-investor exemption under National Instrument 45-106 — Prospectus Exemptions, and equivalent exemptions in other applicable jurisdictions. Content on this wiki is provided for general informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Any offering is made exclusively by means of the applicable Private Placement Memorandum, which prospective investors should review, together with their own professional advisors, before investing.

Scope. This wiki describes Woodfine's research methodology, geographic data platform, and related activities at a high level and is qualified in its entirety by the applicable Private Placement Memorandum and the governing documents of the relevant issuer.

Risk. Investment in real-property direct-hold solutions involves significant risk, including possible loss of capital. Past performance is not indicative of future results. References to structural features such as advisory fees, transferability, and net asset value methodology describe the contractual terms of the direct-hold solutions and are not representations as to investment outcomes or returns.

Forward-looking statements. Statements that are not historical facts may constitute forward-looking information within the meaning of applicable Canadian securities laws. Such statements are subject to known and unknown risks, uncertainties and assumptions, and actual results may differ materially. Woodfine undertakes no obligation to update such statements except as required by law.

Registration. Registrable activities of Woodfine and its affiliates are conducted, where required, under the applicable registration categories prescribed by the British Columbia Securities Commission and other Canadian securities regulators. Specific registration details are available on request.

Jurisdiction. Woodfine Capital Projects Inc. is organized in British Columbia, Canada. References to the Sovereign Data Foundation on this wiki describe a planned or intended initiative only, not a current equity holder or active governance body.

Trademarks. See TRADEMARK.md in this repository for the full trademark notice.

Changes to this notice. Woodfine may update this notice from time to time; the version posted on this page governs.

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