Board Committees
Chair
Member
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Nomination Committee | |
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Independent members |
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ProLogis members |
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Audit Committee
The audit committee, chaired by Mr Geoffrey Bell, meets quarterly and operates within clearly defined terms of reference and comprises three independent directors. All members must satisfy the independence requirements of PEPR’s Management Regulations. At least one member must have recent and relevant financial experience, as confirmed by the Board and as specified by the requirements of the Financial Reporting Council Combined Code on Corporate Governance of 2006. No member of the committee may serve on the audit committee of more than three public companies, including PEPR, unless the Board determines such simultaneous service will not impair the ability of such members to serve effectively on the committee.
The purpose of the committee is to be an informed, vigilant and effective overseer of the financial accounting and reporting processes of PEPR. The committee reviews PEPR’s external audit arrangements, including monitoring:
- the independence and objectivity of the auditors
- the level of non-audit services
- the integrity of the financial statements of PEPR
- PEPR’s compliance with legal and regulatory requirements
- internal audit services provided by the management company.
The audit committee held its first meeting on 29 January 2007.
Nomination Committee
The nomination committee exists to nominate successor Independent Board Members and comprises two Independent Board Members and one ProLogis Board Member. The Independent Board Members of the nomination committee are appointed by the affirmative vote of at least three Independent Board Members. The ProLogis Board Member of the nomination committee is selected by unanimous consent of the ProLogis Board Members. Members of the nomination committee are appointed on an annual basis for a term expiring on the day of the annual general meeting.
Successor independent members are proposed by the nomination committee and elected by a simple majority of the Units voting or represented at the annual general meeting. The management company has the right to designate any ProLogis Board Member or successor thereof and to remove such ProLogis Board Member and substitute another ProLogis Board Member at any time. The identity of the Board Members must be notified to the CSSF (Commission de Surveillance du Secteur Financier).
