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Woodfine Corporate

The corporate record for Woodfine Capital Projects Inc., developer and promoter of direct-hold commercial real estate. Articles explain the company, its investment vehicles, the financial model, governance, and risk, in plain language. Forward-looking statements carry planned, intended, or target language throughout.

Woodfine Capital Projects

Revision as of · 4b15e1be

Historical revision — this record as it stood on 24 August 2026, not the current version. View the current record →

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 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

Professional Centres Canada LP has an 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)
  • 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 reproduced here for direct accessibility. Professional Centres Canada LP is a venture issuer, a classification that does not carry a mandatory 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 (planned)

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 (planned)

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 (planned)

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 (planned)

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

A Unanimous Shareholder Agreement, filed as a material contract, restricts the issuance and transfer of WCP'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).

Governance documents

Beyond the audit committee charter above, no other governance document listed on this page has been adopted yet. This section will list each document, with its adoption date and a direct download, as the board approves and publishes it.

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. The full trademark notice appears in the footer of every page on this site.

Content licence. The text of this wiki is licensed under Creative Commons Attribution-NoDerivatives 4.0 International (CC BY-ND 4.0). Readers may quote this content verbatim, with attribution to Woodfine Capital Projects Inc. Readers may not alter, transform, or redistribute a modified version of this content.

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

Not a filing system. This wiki is not a securities filing system, an electronic disclosure repository, or a substitute for SEDAR+ or any other regulatory filing system. Formal securities filings are made through the applicable regulatory filing system, not through this wiki.

Full disclaimer. This notice supplements, and does not replace, the full Disclaimers article. In the event of any conflict, the full Disclaimers article governs.

Read the full disclaimer →