SmartCentres Regina East II

SmartCentres is committed to the principles of good corporate governance and has implemented internal policies and procedures to ensure all Trustees, Management and Associates are aware of our expectations of ethical and professional conduct.

The Board of Trustees is responsible for the stewardship of SmartCentres and in discharging the responsibility, reviews, approves and provides guidance in respect to the strategic plan of the Trust and monitors implementation.

The Board approves all significant decisions that affect SmartCentres before they are implemented, supervises the implementation and reviews the results.

The Board has specifically assumed responsibility for:

• participating in the development of the strategic plan
• identifying and managing business risks
• ensuring the integrity and adequacy of SmartCentres’ internal controls and management information systems
• defining the roles and responsibilities of management
• reviewing and approving the business and investment objectives to be met by management
• assessing the performance of management and the performance of its subsidiaries
• succession planning
• ensuring effective and adequate communication with SmartCentres’ Unitholders and other stakeholders as well as the public at large
• establishing committees of the Board of Trustees, where required and defining their mandates.

The Board of Trustees has established the following committees to assist in the fulfillment of its obligations:

Investment Committee

The duties of the Investment Committee include:

• reviewing all proposals regarding investments
• approving or rejecting proposed acquisitions and disposition of investments
• approving proposed transactions
• approving or rejecting all borrowings and the assumption or granting of any mortgage or other security interest in real property

Audit Committee

The duties of the Audit Committee include:

• reviewing SmartCentres’ procedures for internal control with the external auditors and SmartCentres’ Chief Financial Officer
• reviewing the engagement of the external auditors
• reviewing and recommending to the Trustees for approval, annual and quarterly financial statements and management’s discussion and analysis of the financial condition and results of operation
• assessing SmartCentres’ financial and accounting personnel
• reviewing any significant transactions outside SmartCentres’ ordinary course of business and all pending litigation involving SmartCentres
• consider and review cyber security and related risks
• consider and review SmartCentres’ Enterprise Risk Management Plan

Corporate Governance and Compensation Committee

The duties of the Corporate Governance and Compensation Committee include:

• assessing the effectiveness of the Board of Trustees and each of its committees
• considering questions of management succession
• participating in the recruitment and selection of candidates as Trustees
• considering and approving proposals by the Trustees of SmartCentres to engage outside advisors on behalf of the Board
• administering SmartCentres’ long-term incentive plan
• assessing the performance of the Chief Executive Officer
• reviewing and approving the compensation of senior management and consultants of SmartCentres
• reviewing and making recommendations to the Board concerning the level and nature of the compensation payable to the Trustees

Ethical Business Conduct

The Board has adopted a written Code of Conduct for the Trustees, Directors, Officers and Employees of SmartCentres. The Code of Conduct stipulates that such persons will treat each other, customers, suppliers, security holders and all other persons with goodwill, trust, and respect.

The Code of Conduct strives to create a culture in SmartCentres that values honesty, high ethical standards and compliance with laws, rules and regulations. In addition, SmartCentres has approved the following policies human rights, equal opportunity employment, sexual harassment, workplace harassment and insider trading. The Trust also has a “whistleblower” policy that sets out procedures, which allow Trustees, Officers, Employees, Tenants and Suppliers to file reports on a confidential and anonymous basis regarding any impropriety.