Governance and Investor RightsIndex
Governance and Investor Rights covers the board and management instruments, disclosure obligations, and investor rights.
Start here: Corporate Governance Documents
Board and management oversight
Corporate Governance Documents is the entry point: the board mandate, committee charters, and code of business conduct that govern the group. The Audit Committee Mandate sets out that committee's composition and responsibilities in more detail, while 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.
- 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
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 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.
- 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
[[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, Legal Proceedings, and 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.
- 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.