Corporate governance documents

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 Guidelines¹ and the related disclosure requirements under National Instrument 58-101.² Woodfine 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

Professional Centres Canada LP has an Audit Committee Mandate 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
• 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

This page summarises the charter's principal terms; it does not reproduce the charter text. Professional Centres Canada LP is a venture issuer, a classification that carries no mandatory Annual Information Form filing requirement under NI 51-102. Summarising an unfiled charter is a voluntary transparency practice, not evidence of an AIF filing.

Planned instruments

Five further governance instruments are planned. None has been adopted. None binds any director, officer, employee, or contractor until the general partner's board approves it, and the terms the board approves may differ from what is described here.

Board mandate

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. It is also intended to define the boundary between board oversight and day-to-day management authority.

Compensation committee

A compensation committee is intended to assist the board in its oversight of compensation philosophy and of the compensation paid to the Chief Executive Officer, other senior executives, and non-executive directors.

Nominating and governance committee

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.

Corporate governance policy

A corporate governance policy is intended to consolidate governance-practice commitments meeting or exceeding the standards established under Canadian securities regulation. It is intended to address board independence, separation of the Chair and Chief Executive Officer roles, board diversity, and director orientation.

Code of business conduct

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.

Unanimous shareholder agreement

A Unanimous Shareholder Agreement, filed as a material contract, restricts the issuance and transfer of Woodfine's shares and sets the limits within which the board sets director and executive compensation. A separate, partnership-level instance of this agreement binds Woodfine Professional Centres Inc. — general partner of Professional Centres Canada LP — to a majority of arm's-length, independent directors on its board (see Professional Centres Canada LP structure for the general partner's specific board-composition and quorum requirements).

What this is not

These instruments are not a complete governance record. Only the audit committee charter is adopted; the five planned instruments impose no obligation on any director or officer until the board approves them, and their final terms may change. They bind Woodfine Professional Centres Inc., the general partner, and its board — not Woodfine, a private company outside the direct reach of NP 58-201 and NI 58-101. They do not govern the United States, Spain, or Mexico vehicles, which are governed by separate instruments. Nothing here is legal advice; the executed instruments and qualified counsel govern the terms applicable to any holder.

See also

• Audit Committee Mandate — the composition, independence, and responsibility requirements the charter implements
• Financial reporting — annual and interim financial statements and MD&A
• Press releases and material change reports — material change disclosure

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 ↩