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

Size, Independence and Composition of the Board of DirectorsThe BPY General Partner’s board of directors may consist of between 3 and 11 directors or such othernumber of directors as may be determined from time to time by a resolution of the BPY General Partner’sshareholders and subject to its bye-laws. The board is currently set at four directors and it is intended that prior tocompletion of the spin-off, the board will be increased to seven directors and a majority of the directors of theBPY General Partner’s board of directors will be independent. In addition, the BPY General Partner’s bye-lawsprovide that not more than 50% of the directors (as a group) or the independent directors (as a group) may beresidents of any one jurisdiction (other than Bermuda and any other jurisdiction designated by the board ofdirectors from time to time).Election and Removal of DirectorsThe BPY General Partner’s board of directors is appointed by its shareholders and each of its currentdirectors will serve until the earlier of his or her death, resignation or removal from office. Vacancies on theboard of directors may be filled and additional directors may be added by a resolution of the BPY GeneralPartner’s shareholders or a vote of the directors then in office. A director may be removed from office by aresolution duly passed by the BPY General Partner’s shareholders. A director will be automatically removedfrom the board of directors if he or she becomes bankrupt, insolvent or suspends payments to his or her creditors,or becomes prohibited by law from acting as a director.Action by the Board of DirectorsThe BPY General Partner’s board of directors may take action in a duly convened meeting at which aquorum is present or by a written resolution signed by all directors then holding office. The BPY GeneralPartner’s board of directors will hold a minimum of four meetings per year. When action is to be taken at ameeting of the board of directors, the affirmative vote of a majority of the votes cast is required for any action tobe taken.Transactions Requiring Approval by the Nominating and Governance CommitteeThe BPY General Partner’s nominating and governance committee has approved a conflicts policy whichaddresses the approval and other requirements for transactions in which there is greater potential for a conflict ofinterest to arise. These transactions include:• the dissolution of our partnership;• any material amendment to our Master Services Agreement, our limited partnership agreement orthe Property Partnership’s limited partnership agreement;• any material service agreement or other arrangement pursuant to which Brookfield will be paid afee, or other consideration other than any agreement or arrangement contemplated by our MasterServices Agreement;• co-investments by us with Brookfield;• acquisitions by us from, and dispositions by us to, Brookfield;• any other material transaction involving us and Brookfield; and• termination of, or any determinations regarding indemnification under, our Master ServicesAgreement.Our conflicts policy requires the transactions described above to be approved by the BPY GeneralPartner’s nominating and governance committee. Pursuant to our conflicts policy, the BPY General Partner’s118