Governance and Investor RightsIndex
Governance and Investor Rights covers the board and management instruments, disclosure obligations, and investor rights.
Start here: Corporate Governance Documents
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.
- 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 — Limited partners can remove the general partner outright, through one mechanism: a 75% Special Resolution vote.
- 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 — 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
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.
- Corporate 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.
- Audit committee mandate — The composition, independence requirements, and responsibilities of the audit committee under NI 52-110 Audit Committees, including oversight of financial reporting, external auditor relationships, and internal controls.
- Tripartite management structure — The three-way functional separation — development execution, Regulated Reporting Entity compliance, and an independent Asset Manager banking syndicate — that governs how each Direct-Hold Solution is managed and capitalized.
- Auditors, transfer agent, and registrar — Roles of the auditor, transfer agent, and registrar: independent verification, ownership records, and register maintenance in the corporate structure.
Investor Rights and Voting
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.
- 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.
- Statutory rights — Statutory investor rights under Canadian securities law: rescission, damages, and the rights that attach to different distribution channels.
- Special resolutions and general partner removal — The Special Resolution vote threshold, the matters it governs, the conditions for removing the general partner, and amendment protections.
- Meetings of limited partners — How limited partners call, notice, and vote at a meeting of the partnership.
- Limited partner eligibility representations — The ongoing tax and regulatory representations each limited partner makes, and the forced-sale procedure if they change.
Conflicts and Required Disclosures
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.
- Fees to affiliates and conflicts of interest — The net-asset-value fee prohibition and the rule limiting fees to promoter affiliates.
- Material contracts — Material contracts disclosure: management agreements, property management contracts, and major leases, and where investors can request them.
- Legal proceedings — Legal proceedings disclosure: the standard reporting-issuer statement, current only as of the last filing date, alongside the one partnership-level regulatory action already disclosed elsewhere in this wiki.
- Experts — Named experts disclosure: the auditor of record, external legal counsel, and independent appraisers whose reports are referenced in offering materials.