Governance Overview

Statement of Governance Practices

CorpGov_PhotoThe REIT has adopted certain structures and procedures to ensure that effective governance practices are followed and that the Board of Trustees of Granite Real Estate Investment  Trust and the Board of Directors of Granite REIT Inc. (collectively referred to as the “Board”) function independently of management.

The Board has approved and adopted the Board and Board Committee Charters, the position descriptions of the Chair of the Board, the Chairs of each Board Committee and the Chief Executive Officer and the Code of Conduct and Ethics, the Anti-Bribery Policy, the Insider Trading  and Blackout Policy and the Disclosure Policy of the REIT, with such changes as may be reasonably required to apply to the stapled unit structure, including having regard to Granite Real Estate Investment Trust’s status as a mutual fund trust and as limited partner of Granite REIT Holdings Limited Partnership.The following provides a brief overview of Granite’s approach to governance.

Applicable Governance Requirements and Guidelines

Granite is subject to a number of legislative and regulatory corporate governance requirements and guidelines, including those of the Canadian Securities Administrators (the “CSA”), the New York Stock Exchange (the “NYSE”) and the United States Securities and Exchange Commission.  These include the Corporate Governance Listing Standards of the NYSE, the Sarbanes-Oxley Act of 2002, National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines.

The Board monitors the governance requirements applicable to Granite and has implemented the recommendations of the Compensation, Governance and Nominating Committee, including the adoption of a Board Charter, an Audit Committee Charter, a Compensation, Governance and Nominating Committee Charter, a Disclosure Policy, a Code of Conduct and Ethics, an Anti-Bribery Policy, and a Board and Committee self-evaluation process. In addition, Granite has put in place policies and procedures relating to the pre-approval by the Audit Committee of all audit and permitted non-audit services by the external auditor, the hiring of former employees of the external auditor, and  the internal reporting by employees and outside parties of accounting and auditing concerns (“Reporting Procedures”). The Compensation, Governance and Nominating Committee, the REIT’s management and the Board will continue to monitor all governance developments and initiatives with a view to making the necessary and appropriate changes to Granite’s governance structures and procedures as required from time to time.

Available as Quick Links on this web page are copies of the Board Charter, the Audit Committee Charter, the Compensation, Governance and Nominating Committee Charter, the Investment Committee Charter, the Disclosure Policy, the Code of Conduct and Ethics, the Anti-Bribery Policy, and the Reporting Procedures.

Please direct any inquiries relating to Granite’s governance policies to Granite’s Chief Executive Officer.