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

investments and activities or in respect of or arising from their holding such positions, except to the extent thatthe claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnifiedperson’s bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnifiedperson knew to have been unlawful. In addition, under the BPY General Partner’s bye-laws: (i) the liability ofsuch persons has been limited to the fullest extent permitted by law and except to the extent that their conductinvolves bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnifiedperson knew to have been unlawful; and (ii) any matter that is approved by the independent directors will notconstitute a breach of any duties stated or implied by law or equity, including fiduciary duties. The BPY GeneralPartner’s bye-laws require it to advance funds to pay the expenses of an indemnified person in connection with amatter in which indemnification may be sought until it is determined that the indemnified person is not entitled toindemnification.InsurancePrior to the completion of the spin-off, we intend to obtain insurance coverage under which the directorsof the BPY General Partner will be insured, subject to the limits of the policy, against certain losses arising fromclaims made against such directors by reason of any acts or omissions covered under the policy in theirrespective capacities as directors of the BPY General Partner, including certain liabilities under securities laws.The insurance will apply in certain circumstances where we may not indemnify the BPY General Partner’sdirectors and officers for their acts or omissions.Governance of the Property PartnershipInitially the board of directors of the Property General Partner will be identical to the board of directors ofthe BPY General Partner. It has substantially similar governance arrangements as the BPY General Partneralthough it will not establish an audit committee or a nominating and governance committee. However, theProperty General Partner’s bye-laws allow for alternate directors. A director of the Property General Partner mayby written notice to the secretary of the Property General Partner appoint any person, including another director,who meets any minimum standards that are required by applicable law to serve as an alternate director and toattend and vote in such director’s place at any meeting of the Property General Partner’s board of directors atwhich such director is not personally present and to perform any duties and functions and exercise any rights thatsuch director could perform or exercise personally.6.D. EMPLOYEESAs at December 31, 2011, our operating entities had approximately 6,000 employees. Our company doesnot currently have any senior management who carry out the management and activities of our company. TheManagers, wholly-owned subsidiaries of Brookfield Asset Management, will provide management services to uspursuant to our Master Services Agreement.6.E. SHARE OWNERSHIPSee Item 7.A. “Major Shareholders and Related Party Transactions — Major Shareholders”.121