Information posted was accurate at the time of posting but may be superseded by subsequent disclosures.
The Board of Trustees of the REIT has currently appointed an Audit Committee, a Buyback Committee, an Executive Committee and a Human Resources, Governance and Nominating Committee. The majority of the members of each committee are independent and are Canadian residents.
The composition of the Audit Committee, the Buyback Committee, the Executive Committee and the Human Resources, Governance and Nominating Committee are as set out below:
Audit Committee
J. Thomas MacQuarrie, Q.C. - Chair
John F. Angus
George A. Fierheller
Alvin G. Libin
Buyback Committee
J. Thomas MacQuarrie, Q.C. - Chair
Alvin G. Libin
Mel Rhinelander
Executive Committee
Frederick B. Ladly - Chair
Mel Rhinelander
Michael J.L. Kirby
Human Resources, Governance and Nominating Committee
Michael J.L. Kirby - Chair
Dr. Seth B. Goldsmith
J. Thomas MacQuarrie, Q.C.
Set out below is a description of each committee, its mandate and its activities.
Audit Committee
The Audit Committee is mandated by the Board to: review the interim and audited financial statements, including the Management's Discussion and Analysis; review all public disclosure documents containing audited or unaudited financial information; make recommendations regarding the appointment of the internal and external independent auditors and their remuneration; review any proposed changes in accounting practice or policies; review the nature, scope and results of the internal and external audits; obtain an explanation from Management of all significant variances between comparative reporting periods; and receive assurance of the adequacy of Extendicare's financial disclosure controls. The Audit Committee meets at least five times a year, and meets regularly with the internal and external auditors independently of management.
The Audit Committee is currently composed of five independent Trustees. All members of the Audit Committee are considered by the Board of Trustees to be financially literate, in that they maintain the ability to read and understand a balance sheet, an income statement and a cash flow statement.
One member of the Committee, Mr. MacQuarrie, is considered by the Board to qualify as an "audit committee financial expert" as defined by the SEC rules. He has the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with generally accepted accounting principles.
Mr. MacQuarrie is a senior partner in the Atlantic Canada law firm of Stewart McKelvey, with Bachelor degrees in law and commerce from Dalhousie University. In addition, as an International Legal Studies Fellow, he did postgraduate work in law and labour relations at the University of Pennsylvania Law School and at the Wharton School of Business. Mr. MacQuarrie has gained extensive experience with financial statement preparation and analysis through his diversified practice in corporate and commercial transactions, including formations, financings, securities issues and reorganizations. He has been a member of the audit committee and served on the boards of several other public companies, including a life insurance company, two real estate development companies, two mining companies and one oil exploration company. Mr. MacQuarrie is the Chair and has been a member of the Extendicare Audit Committee since 1980.
Executive Committee
During the intervals between meetings of the Board of Trustees of the REIT, the Executive Committee will exercise the powers of the Board of Trustees over the assets and affairs of the REIT as set out in the REIT Deed of Trust with respect to matters that have already been approved in principle by the Board of Trustees and shall provide advice to Extendicare relating to the administration and management by Extendicare of all general and administrative affairs of the REIT pursuant to and in accordance with the terms and conditions of the Administration Agreement. The Executive Committee shall also be responsible for such other duties and matters as may be assigned to it from time to time by the Board of Trustees.
The Executive Committee is composed of three Trustees, two of whom are independent, and one, because of his recent employment with Extendicare, is a non-independent member of the Committee.
Human Resources, Governance and Nominating Committee's
The Human Resources, Governance and Nominating Committee's mandate includes reviewing the compensation of management with a view to ensuring that the level of compensation reflects performance and making recommendations as to the size and composition of the Board of Trustees of the REIT, reviewing qualifications of potential candidates for election to the Board of Trustees of the REIT and membership of committees and assessing the effectiveness of the Board as a whole, the committees and the contributions of individual Trustees. It is this Committee that is responsible for planning succession to the position of Chief Executive Officer. This Committee also oversees issues of corporate governance as they apply to Extendicare and recommends amendments to Extendicare's corporate governance procedures where appropriate. Any trustee who wishes to engage outside advisors with respect to the affairs of the REIT, at the expense of the REIT, is required to review such matter with this Committee.
The Human Resources, Governance and Nominating Committee is composed of three independent Trustees.
Unitholder Relations
Extendicare holds scheduled quarterly telephone conference calls with investors and analysts. Unitholder questions and concerns are handled by the offices of the Chief Executive Officer, Chief Financial Officer and Manager of Investor Relations. Unitholder information is posted on the Extendicare website at www.extendicare.com.
