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

nominating and governance committee may grant approvals for any of the transactions described above in theform of general guidelines, policies or procedures in which case no further special approval will be required inconnection with a particular transaction or matter permitted thereby. The conflicts policy can be amended at thediscretion of the BPY General Partner’s nominating and governance committee. See Item 7.B. “MajorShareholders and Related Party Transactions — Related Party Transactions — Relationship with Brookfield —Conflicts of Interest and Fiduciary Duties”.Service ContractsThere are no service contracts with directors that provide benefit upon termination of office or services.Transactions in which a Director has an InterestA director who directly or indirectly has an interest in a contract, transaction or arrangement with theBPY General Partner, our company or certain of our affiliates is required to disclose the nature of his or herinterest to the full board of directors. Such disclosure may generally take the form of a general notice given to theboard of directors to the effect that the director has an interest in a specified company or firm and is to beregarded as interested in any contract, transaction or arrangement with that company or firm or its affiliates. Adirector may participate in any meeting called to discuss or any vote called to approve the transaction in whichthe director has an interest and no transaction approved by the board of directors will be void or voidable solelybecause the director was present at or participates in the meeting in which the approval was given provided thatthe board of directors or a board committee authorizes the transaction in good faith after the director’s interesthas been disclosed or the transaction is fair to the BPY General Partner and our company at the time it isapproved.Audit CommitteeThe BPY General Partner’s board of directors is required to maintain an audit committee that operatespursuant to a written charter. The audit committee will consist solely of independent directors and each membermust be financially literate. Not more than 50% of the audit committee members may be residents of any onejurisdiction (other than Bermuda and any other jurisdiction designated by the board of directors from time totime).The audit committee is responsible for assisting and advising the BPY General Partner’s board ofdirectors with respect to:• our accounting and financial reporting processes;• the integrity and audits of our financial statements;• our compliance with legal and regulatory requirements; and• the qualifications, performance and independence of our independent accountants.The audit committee is responsible for engaging our independent auditors, reviewing the plans and resultsof each audit engagement with our independent auditors, approving professional services provided by ourindependent accountants, considering the range of audit and non-audit fees charged by our independent auditorsand reviewing the adequacy of our internal accounting controls.Nominating and Governance CommitteeThe BPY General Partner’s board of directors is required to maintain at all times following the spin-off anominating and governance committee that operates pursuant to a written charter. The nominating and119