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

governance committee will consist solely of independent directors and not more than 50% of the nominating andgovernance committee members may be residents of any one jurisdiction (other than Bermuda and any otherjurisdiction designated by the board of directors from time to time).The nominating and governance committee has approved a conflicts policy which addresses the approvaland other requirements for transactions in which there is a greater potential for a conflict of interest to arise. Thenominating and governance committee may be required to approve any such transactions. See “— TransactionsRequiring Approval by the Nominating and Governance Committee”.The nominating and governance committee is responsible for approving the appointment by the sittingdirectors of a person to the office of director and for recommending a slate of nominees for election as directorsby the BPY General Partner’s shareholders. The nominating and governance committee is responsible forassisting and advising the BPY General Partner’s board of directors with respect to matters relating to the generaloperation of the board of directors, our company’s governance, the governance of the BPY General Partner andthe performance of its board of directors. The nominating and governance committee is responsible for reviewingand making recommendations to the board of directors of the BPY General Partner concerning the remunerationof directors and committee members and any changes in the fees to be paid pursuant to our Master ServicesAgreement.Indemnification and Limitations on LiabilityOur Limited Partnership AgreementThe laws of Bermuda permit the partnership agreement of a limited partnership, such as our company, toprovide for the indemnification of a partner, the officers and directors of a partner and any other person againstany and all claims and demands whatsoever, except to the extent that the indemnification may be held by thecourts of Bermuda to be contrary to public policy or to the extent that the laws of Bermuda prohibitindemnification against personal liability that may be imposed under specific provisions of the laws of Bermuda.The laws of Bermuda also permit a partnership to pay or reimburse an indemnified person’s expenses in advanceof a final disposition of a proceeding for which indemnification is sought. See Item 10.B. “AdditionalInformation — Memorandum and Articles of Association — Description of Our Units and Our LimitedPartnership Agreement — Indemnification; Limitations on Liability” for a description of the indemnificationarrangements in place under our limited partnership agreement.The BPY General Partner’s Bye-lawsThe laws of Bermuda permit the bye-laws of an exempted company, such as the BPY General Partner, toprovide for the indemnification of its officers, directors and shareholders and any other person designated by thecompany against any and all claims and demands whatsoever, except to the extent that the indemnification maybe held by the courts of Bermuda to be contrary to public policy or to the extent that the laws of Bermudaprohibit indemnification against personal liability that may be imposed under specific provisions of Bermudalaw, such as the prohibition under the Bermuda Companies Act 1981 to indemnify liabilities arising from fraudor dishonesty. The BPY General Partner’s bye-laws provide that, as permitted by the laws of Bermuda, it willpay or reimburse an indemnified person’s expenses in advance of a final disposition of a proceeding for whichindemnification is sought.Under the BPY General Partner’s bye-laws, the BPY General Partner is required to indemnify, to thefullest extent permitted by law, its affiliates, directors, officers, resident representative, shareholders andemployees, any person who serves on a governing body of the Property Partnership or any of its subsidiaries andcertain others against any and all losses, claims, damages, liabilities, costs or expenses (including legal fees andexpenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims,demands, actions, suits or proceedings, incurred by an indemnified person in connection with our company’s120