FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

The following table presents certain information concerning the Chief Executive Officer and the ChiefFinancial Officer of our Managers:NameAgeYears ofExperienceYears atBrookfieldPositionwith one of the ManagersRichard B. Clark 52 31 28 Chief Executive OfficerSteven J. Douglas 44 18 18 Chief Financial OfficerMessrs. Clark and Douglas have substantial operational and transaction origination and executionexpertise, having put together numerous consortiums, partnerships and joint ventures for large complextransactions. They have also been integral in building and developing Brookfield’s real property platform. Seeabove for their biographical information.Immediately following the spin-off, it is anticipated that the directors and officers of the BPY GeneralPartner and our Managers and their associates, as a group, will beneficially own, directly or indirectly, orexercise control and direction over, our units representing in the aggregate less than 1% of our issued andoutstanding units on a fully exchanged basis.6.B. COMPENSATIONBecause our company is a newly formed partnership, the BPY General Partner has not previouslyprovided any compensation to its directors. Following the spin-off, the BPY General Partner plans to pay each ofits independent directors $100,000 per year for serving on its board of directors and various board committees.The BPY General Partner’s other directors are not expected to be compensated in connection with their boardservice. The BPY General Partner plans to pay the chairman of the audit committee an additional $20,000 peryear and the other members of the audit committee an additional $10,000 for serving in such positions.The BPY General Partner currently does not have any employees. Pursuant to the Master ServicesAgreement, the Managers will provide or arrange for other service providers to provide day-to-day managementand administrative services for our company, the Property Partnership and the Holding Entities. The fees payableto the Managers under our Master Services Agreement are set forth under Item 7.B. “Major Shareholders andRelated Party Transactions — Related Party Transactions — Our Master Services Agreement — ManagementFee”.Pursuant to our Master Services Agreement, members of Brookfield’s senior management and otherindividuals from Brookfield’s global affiliates are drawn upon to fulfill obligations under the Master ServicesAgreement. However, these individuals, including the Brookfield employees identified in the table under Item6.A. “Directors, Senior Management and Employees — Directors and Senior Management — OurManagement”, will not be compensated by our company or the BPY General Partner. Instead, they will continueto be compensated by Brookfield.6.C. BOARD PRACTICESBoard Structure, Practices and CommitteesThe structure, practices and committees of the BPY General Partner’s board of directors, includingmatters relating to the size and composition of the board of directors, the election and removal of directors,requirements relating to board action and the powers delegated to board committees, are governed by the BPYGeneral Partner’s bye-laws. The BPY General Partner’s board of directors is responsible for supervising themanagement, control, power and authority of the BPY General Partner except as required by applicable law orthe bye-laws of the BPY General Partner. The following is a summary of certain provisions of those bye-lawsthat affect our company’s governance.117