Exhibit 99.1

Brookfield Corporation

 

PROXY		CLASS A LIMITED VOTING SHARES

PROXY, solicited by management, for the Annual and Special Meeting of Shareholders of Brookfield Corporation (the “Corporation”) to be held on Friday, June 9, 2023 at 10:30 a.m. (Toronto time), via live audio webcast online at https://web.lumiagm.com/492333559 (the “Meeting”) password “brookfield2023” (case sensitive), and at all adjournments thereof.

If you wish to appoint a proxyholder other than the Corporation’s nominees below YOU MUST enter the name of your proxyholder below AND call 1-866-751-6315 (within North America) or 647-252-9650 (outside of North America) or visit online at https://www.tsxtrust.com/control-number-request by 5:00 p.m. (Toronto time) on June 7, 2023 and provide TSX Trust Company (“TSX Trust”) with the required information for your chosen proxyholder so that TSX Trust may provide the proxyholder with a control number via email. This control number will allow your proxyholder to log in to and vote at the Meeting. Without a control number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to ask questions or vote.

The undersigned holder of Class A Limited Voting Shares of the Corporation hereby appoints FRANK J. MCKENNA, or failing him BRIAN D. LAWSON, (or in lieu thereof ________________________________________________), as proxy of the undersigned to attend and vote, in respect of all the Class A Limited Voting Shares registered in the name of the undersigned, at the Meeting, and at any adjournments thereof, on the following matters:

 

1.	Special Resolution Authorizing a Decrease in the Number of Directors (Mark either (a) or (b))

 

 

2.	Election of Directors (Mark either For or Withhold for each of the following seven nominees)

 

For

Withhold

For

Withhold

01 – M. Elyse Allan

☐

☐

05 – Frank J. McKenna

☐

☐

02 – Angela F. Braly

☐

☐

06 – Hutham S. Olayan

☐

☐

03 – Janice Fukakusa

☐

☐

07 – Diana L. Taylor

☐

☐

04 – Maureen Kempston Darkes

☐

☐

 

3.	Appointment of the External Auditor (Mark either (a) or (b))

(a)   ☐   FOR the appointment of Deloitte LLP as the external auditor and authorizing the directors to set its remuneration; or

(b)   ☐   WITHHOLD from voting in the appointment of Deloitte LLP as the external auditor and authorizing the directors to set its remuneration.

 

4.	Say on Pay Resolution (Mark either (a) or (b))

(a)   ☐   FOR the Say on Pay Resolution set out in the Circular; or

(b)   ☐   AGAINST the Say on Pay Resolution set out in the Circular.

 

5.	Escrowed Stock Plan Amendment Resolution (Mark either (a) or (b))

(a)   ☐   FOR the Escrowed Stock Plan Amendment Resolution set out in the Circular; or

(b)   ☐   AGAINST the Escrowed Stock Plan Amendment Resolution set out in the Circular.

 

6.	BNRE Restricted Stock Plan Resolution (Mark either (a) or (b))

(a)   ☐   FOR the BNRE Restricted Stock Plan Resolution set out in the Circular; or

(b)   ☐   AGAINST the BNRE Restricted Stock Plan Resolution set out in the Circular.

 

7.	Shareholder Proposal (Mark either (a) or (b))

(a)   ☐   FOR the Shareholder Proposal set out in the Circular; or

(b)   ☐   AGAINST the Shareholder Proposal set out in the Circular.

CONTINUED ON THE REVERSE PAGE

In addition, the undersigned appoints such person as proxy to vote and act as aforesaid upon any amendments or variations to the matters identified in the Notice of Meeting and on all other matters that may properly come before the Meeting. Unless otherwise specified above, the shares represented by this proxy will be voted by the persons whose names are printed above for the Special Resolution authorizing a decrease in the number of directors set out in the Circular, for the election as directors of all nominees for election by holders of the Class A Limited Voting Shares, for the appointment of Deloitte LLP as the external auditor, for the Say on Pay Resolution, for the Escrowed Stock Plan Amendment Resolution set out in the Circular, for the BNRE Restricted Stock Plan Resolution set out in the Circular and against the Shareholder Proposal set out in the Circular.

Name of Shareholder: ____________________________________________________________________________

Number of Class A Limited Voting Shares: ____________________________________________________________

_______________________________________________________   Date: ___________________________, 2023

Signature

NOTES:

 

1.	If this proxy is not dated in the space provided, it will be deemed to be dated as of the date on which it was mailed to you by management of the Corporation.

 

2.	If the shareholder is an individual, please sign exactly as your shares are registered.

 

If the shareholder is a corporation, this proxy must be executed by a duly authorized officer or attorney of the shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed. If shares are registered in the name of an executor, administrator or trustee, please sign exactly as the shares are registered. If the shares are registered in the name of the deceased or other shareholder, the shareholder’s name must be printed in the space provided, the proxy must be signed by the legal representative with his/her name printed below his/her signature and evidence of authority to sign on behalf of the shareholder must be attached to this proxy.

 

3.

To be valid, this proxy must be signed, dated and deposited with the Secretary of the Corporation c/o TSX Trust Company via one of the below options, not later than 5:00 p.m. (Toronto time) on Wednesday, June 7, 2023 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting: by mail, to Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1; by fax at 416-595-9593; by email, with a scanned copy to proxyvote@tmx.com; by telephone, toll-free at 1-888-489-5760 or by Internet, at www.meeting-vote.com and by following the instructions for electronic voting. A shareholder will be prompted to provide the control number printed below the preprinted name and address. The telephone voting service is not available on the day of the Meeting, and registered shareholders may not appoint a person as proxyholder other than the management nominees named in this form of proxy when voting by telephone.

 

4.

A shareholder has the right to appoint a person (who need not be a shareholder) to represent the shareholder at the Meeting other than the management representatives designated in this proxy. Such right may be exercised by inserting in the space provided the name of the other person the shareholder wishes to appoint and delivering the completed proxy to the Secretary of the Corporation, as set out above. In addition, YOU MUST call 1-866-751-6315 (within North America) or 647-252-9650 (outside of North America) or visit online at https://www.tsxtrust.com/control-number-request by 5:00 p.m. (Toronto time) on June 7, 2023 and provide TSX Trust with the required information for your chosen proxyholder so that TSX Trust may provide the proxyholder with a control number via email. This control number will allow your proxyholder to log in to and vote at the Meeting. Without a control number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to ask questions or vote.

 

5.

Reference is made to the Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting, including the right of a shareholder to cumulate his or her votes in the election of directors. Unless otherwise directed by the shareholder who has given the proxy, management intends to cast the votes to which the Class A Limited Voting Shares represented by such proxy are entitled equally among the proposed nominees for election by the holders of Class A Limited Voting Shares.

 

6.	If a share is held by two or more persons, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote in respect thereof, but if more than one of them are present or represented by proxy, they shall vote together in respect of each share so held.

 

7.	The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

Exhibit 99.2

 

  

 

 

NOTICE OF ANNUAL AND SPECIAL MEETING OF

SHAREHOLDERS AND AVAILABILITY OF INVESTOR

MATERIALS

An Annual and Special Meeting of Shareholders of Brookfield Corporation (the “Corporation” or “Brookfield”), formerly known as Brookfield Asset Management Inc., will be held on Friday, June 9, 2023 at 10:30 a.m. Toronto time in a virtual meeting format via live audio webcast at: https://web.lumiagm.com/492333559, to:

 

1.

receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2022, including the external auditor’s report thereon;

 

2.

consider and, if thought advisable, pass a special resolution authorizing an amendment to the articles of the Corporation to decrease the number of directors from 16 to 14;

 

3.

elect directors who will serve until the next annual meeting of shareholders;

 

4.

appoint the external auditor who will serve until the next annual meeting of shareholders and authorize the directors to set its remuneration;

 

5.

consider and, if thought advisable, pass an advisory resolution on the Corporation’s approach to executive compensation;

 

6.

consider and, if thought advisable, pass a resolution authorizing an amendment to the Corporation’s current Escrowed Stock Plan;

 

7.

consider and, if thought advisable, pass a resolution authorizing Brookfield Reinsurance Ltd. (“BNRE”) to implement a restricted stock plan and to permit BNRE to award restricted stock grants thereunder to certain employees and service providers thereof; and

 

8.

consider the shareholder proposal described in our Management Information Circular dated April 28, 2023 (the “Circular”).

We will consider any other business that may properly come before the meeting.

This year’s meeting will be held in a virtual meeting format only. Shareholders will be able to listen to, participate in and vote at the meeting in real time through a web-based platform instead of attending the meeting in person. You can attend and vote at the virtual meeting by joining the live audio webcast at: https://web.lumiagm.com/492333559, entering your control number and password “brookfield2023” (case sensitive). See “Q&A on Voting” in the Circular for more information on how to listen, register for and vote at the meeting.

You have the right to vote at the meeting by online ballot through the live audio webcast platform if you were a Brookfield shareholder at the close of business on April 20, 2023. Before casting your vote, we encourage you to review the meeting’s business in the section “Business of the Meeting” of the Circular.

This year we are again posting electronic versions of the Circular and our 2022 Annual Report (collectively, the “investor materials”) on our website for shareholder review – a process known as “Notice and Access.” Electronic copies of the investor materials may be accessed at https://bn.brookfield.com under “Notice and Access 2023” and at www.sedar.com and www.sec.gov/edgar.

Under Notice and Access, if you would like paper copies of any investor materials, please contact us at 1-866-989-0311 or bn.enquiries@brookfield.com and we will mail materials free of charge within three business days of your request, provided the request is made before the date of the meeting or any adjournment thereof. In order to receive investor materials in advance of the deadline to submit your vote, we recommend that you contact us before 5:00 p.m. Toronto time on May 24,

  

 

 

2023. All shareholders who have signed up for electronic delivery of the investor materials will continue to receive them by email.

Instructions on Voting at the Virtual Meeting

Registered shareholders and duly appointed proxyholders will be able to attend the virtual meeting and vote in real time, provided they are connected to the internet and follow the instructions in the Circular. See “Q&A on Voting” in the Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual meeting as guests but will not be able to ask questions or vote at the meeting.

If you wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including if you are a non-registered shareholder who wishes to appoint themselves to attend the virtual meeting) you must carefully follow the instructions in the Circular and on the form of proxy or voting instruction form. See “Q&A on Voting” in the Circular. These instructions include the additional step of registering your proxyholder with our transfer agent, TSX Trust Company, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to the virtual meeting but will not be able to ask questions or vote.

Information for Registered Holders

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) that attend the meeting online will be able to vote by completing a ballot online during the meeting through the live webcast platform.

If you are not attending the virtual meeting and wish to vote by proxy, we must receive your vote by 5:00 p.m. Toronto time on Wednesday, June 7, 2023. You can cast your proxy vote in the following ways:

 

•

On the Internet at www.meeting-vote.com;

•

Fax your signed proxy to (416) 595-9593;

•

Mail your signed proxy using the business reply envelope accompanying your proxy;

•

Scan and send your signed proxy to proxyvote@tmx.com; or

•

Call by telephone at 1-888-489-5760.

Information for Non-Registered Holders

Non-registered shareholders will receive a voting instruction form with their physical copy of this notice. If you wish to vote, but not attend the meeting, the voting instruction form must be completed, signed and returned in accordance with the directions on the form.

If you wish to appoint a proxyholder, you must complete the additional step of registering the proxyholder by calling our transfer agent, TSX Trust Company at 1-866-751-6315 (within North America) or (647) 252-9650 (outside of North America) or online at https://www.tsxtrust.com/control-number-request by no later than 5:00 p.m. Toronto time on Wednesday, June 7, 2023.

 

By Order of the Board

 

 

Swati Mandava

Corporate Secretary

April 28, 2023

  

 

 

LETTER TO SHAREHOLDERS

To our shareholders,

On behalf of your Board of Directors, we are pleased to invite you to attend the 2023 annual and special meeting of Brookfield Corporation. This year’s annual and special meeting will occur at 10:30 a.m. on Friday, June 9, 2023, Toronto time. You can read about the business of the meeting beginning on page 9 of the accompanying Management Information Circular. This Circular also provides important information on voting your shares at the meeting, our 14 director nominees, our corporate governance practices, and director and executive compensation. Additional details on how to access our live audio webcast and participate in our annual and special meeting can be found in the “Q&A on Voting” section of the Circular.

2022 Highlights

In 2022, we generated distributable earnings before realizations of $4.3 billion – a 24% increase year-over-year, and distributable earnings and net income of $5.2 billion – lower than last year as the comparative period included higher non-recurring disposition gains.

Our strong results were driven by a record year of fundraising by our asset management franchise, the continued ramp-up in earnings from our insurance solutions business and the resilience of our inflation-protected and highly cash generative global portfolio of real assets.

Our asset management business continues to benefit from strong fundraising and capital deployment. This, combined with control over costs as we scale, helped generate $2.1 billion of fee-related earnings, representing a 26% increase when excluding performance fees versus the past year. Fundraising momentum remains solid, coming off record inflows of $93 billion over the past 12 months and $14 billion in the fourth quarter alone, as we forge ahead with our next round of fundraising.

We continue to build out our insurance solutions business, generating $388 million of distributable earnings during the year, significantly higher than last year as we completed the acquisition of American National in May 2022, providing this business with a base insurance platform and deep direct origination capabilities in the U.S. This business also benefited from continuing to redeploy its highly liquid and short-duration portfolio in a rising rate environment, and we believe the best is yet to come.

Our operating businesses continue to demonstrate their resilience, with strong cash generation and financial performance, despite weaker fundamentals in most major economies around the world. The essential nature of the majority of the businesses and assets that we own, the inflation linkage in their revenues, and the high cash margins they generate are proving beneficial in the current environment. Distributions from investments of $2.6 billion over the year equate to an increase of 20% versus the prior year.

We continue to acquire high-quality businesses and assets, more recently agreeing to acquire a global leader in third-party audience measurement and a portfolio of luxury hotels in the U.S. at a deep discount to intrinsic value.

Although the overall market is not as robust as it was in the prior year, we continue to see strong appetite for the type of high-quality, cash generating businesses and assets we own. We completed $34 billion of monetizations at strong valuations in the year, realizing gains totaling $1.7 billion. We recently sold a student housing business in the U.K. for $4.5 billion, a portfolio of telecom towers in New Zealand for $1.1 billion, and several electricity transmission lines in Brazil for $0.8 billion.

In addition to achieving strong results and executing on a significant monetization pipeline across the business, we successfully completed the listing and distribution of a 25% interest in our asset management business in December 2022. This is a milestone in Brookfield’s evolution and sets the business up to execute on the next phase of growth, while adding approximately $40 billion of liquid assets to our investment portfolio.

With our asset manager now trading separately and set on its own path, Brookfield is focused on allocating and deploying its capital to maximize the value of our balance sheet. With a net asset value per share which we estimate to be vastly higher

  

 

 

than our share price, we expect to continue to use our cash resources to repurchase shares in the market. At the same time, we continue to look at new areas for investment that will earn us excellent returns and strategically position Brookfield for the future. With markets trading off and capital scarce, the odds favor us finding something interesting.

Board Developments

We continue to focus on ensuring that we have diversity of skills and experience among our directors that aligns with the Corporation’s strategic priorities across different markets. To that end, Mr. Marcel R. Coutu, who served as a Brookfield Director since 2006, stepped down from the Board on December 9, 2022 and joined the board of directors of Brookfield Asset Management Ltd. on the same day, following the successful completion of the public listing and distribution of a 25% interest in the Corporation’s asset management business through Brookfield Asset Management Ltd. On behalf of the Corporation and our shareholders, I want to extend our sincere appreciation to Mr. Marcel R. Coutu for his continued guidance and commitment to Brookfield.

After serving over ten years as a Board member, Mr. Seek Ngee Huat has decided to retire from our Board. His financial acumen, business experience and insight have been invaluable through this period of growth and transition for the Corporation. I want to extend our sincere appreciation to Mr. Seek Ngee Huat for his contributions to Brookfield and our Board.

With the developments in 2022, the Board is focused on setting the strategic direction for the business of the Corporation through capital allocation across its existing market leading businesses and evaluation of the next set of growth initiatives, with a view to further enhance returns for shareholders.

A key focus area of the Board continues to be environmental, social and governance management across the businesses owned by Brookfield. Our asset management business is deeply engaged with the Net Zero Asset Management Initiative and the Task Force on Climate related Financial Disclosures, and continues to work toward our commitment to the goal of net zero. The Board is committed to developing and promoting diversity, including ethnic and gender diversity, across the Corporation’s businesses. To that end, the Board has adopted a gender diversity target in support of ensuring that at least 30% of the entire Board are women. In addition, we continue to focus on ensuring that we have diversity of skills and experience among our directors that aligns with the Corporation’s strategic priorities across different markets.

Shareholder Meeting

Please take time to read our Management Information Circular and determine how you will vote your shares. Your participation in our annual and special meeting is important to us and we encourage your engagement in this important process.

On behalf of the Board, I express our appreciation for your continued faith in us. We look forward to having you join us on June 9^th.

Yours truly,

 

 

    

The Honourable Frank J. McKenna

Chair

April 2023

  

 

 

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

 

PART ONE		VOTING INFORMATION			1
		Who Can Vote			1
		Notice and Access			1
		Q & A on Voting			2
		Principal Holders of Voting Shares			7
PART TWO		BUSINESS OF THE MEETING			9
		1. Receiving the Consolidated Financial Statements			9
		2. Decrease in the Number of Directors			9
		3. Election of Directors			10
		Majority Voting Policy			10
		Cumulative Voting for Directors			10
		Voting by Proxy			11
		Director Nominees			11
		Summary of 2023 Nominees for Director			19
		Director Ownership in Publicly Traded Subsidiaries			21
		2022 Director Attendance			22
		2022 Director Voting Results			23
		4. Appointment of External Auditor			23
		Principal Accounting Firm Fees			23
		5. Advisory Resolution on Approach to Executive Compensation			24
		2022 Results of the Advisory Resolution on the Corporation’s Approach to Executive Compensation			25
		Advisory Vote			25
		6. Amendment to the Escrowed Stock Plan			25
		7. BNRE Restricted Stock Plan			26
		8. Shareholder Proposal			27
PART THREE		STATEMENT OF CORPORATE GOVERNANCE PRACTICES			29
		Governance			29
		Board of Directors			29
		Committees of the Board			34
		Board, Committee and Director Evaluation			37
		Board and Management Responsibilities			37
		Strategic Planning			38
		Risk Management Oversight			38
		Environmental, Social and Governance Management			39
		Communication and Disclosure Policies			44
		Code of Business Conduct and Ethics			44
		Report of the Audit Committee			46
		Report of the Governance and Nominating Committee			48
		Report of the Management Resources and Compensation Committee			49
		Report of the Risk Management Committee			50

  

 

 

PART FOUR		DIRECTOR COMPENSATION AND EQUITY OWNERSHIP			51
		Director Compensation			51
		Equity Ownership of Directors			55
PART FIVE		COMPENSATION DISCUSSION AND ANALYSIS			56
		Compensation Discussion and Analysis Overview			56
		Overview of the Business in 2022			58
		Distribution of Asset Management Business			59
		Compensation Committee Governance			60
		Compensation Approach			63
		Key Elements of Compensation			64
		Key Policies and Practices			68
		2022 Compensation Decisions			71
		Five-year Chief Executive Officer Review			73
		Compensation of Named Executive Officers			76
PART SIX		OTHER INFORMATION			86
		Indebtedness of Directors, Officers and Employees			86
		Audit Committee			86
		Directors’ and Officers’ Liability Insurance			86
		Normal Course Issuer Bid			86
		Cautionary Statement Regarding the Use of Non-IFRS Measures			87
		Availability of Disclosure Documents			87
		Shareholder Proposals			88
		The Shareholder Proposal			88
		Withdrawn Shareholder Proposal			91
		Other Business			93
		Directors’ Approval			93
APPENDIX A		CHARTER OF THE BOARD			A-1
APPENDIX B		SPECIAL RESOLUTION AUTHORIZING A DECREASE IN THE NUMBER OF DIRECTORS			B-1
APPENDIX C		ESCROWED STOCK PLAN AMENDMENT RESOLUTION			C-1
APPENDIX D		BNRE RESTRICTED STOCK PLAN RESOLUTION			D-1

 

  

 

 

PART ONE – VOTING INFORMATION

This Management Information Circular (“Circular”) is provided in connection with the solicitation by management of Brookfield Corporation (“Brookfield,” “we,” “our” or the “Corporation”) of proxies for the Annual and Special Meeting of Shareholders of the Corporation (the “meeting”) referred to in the Corporation’s Notice of Annual and Special Meeting of Shareholders and Availability of Investor Materials dated April 28, 2023 (the “Notice”) to be held in a virtual meeting format only on Friday, June 9, 2023 at 10:30 a.m. Toronto time. The meeting will be broadcast live by audio webcast. See “Q&A on Voting” on page 2 of this Circular for further information.

This solicitation will be made primarily by sending proxy materials to shareholders by mail and email, and in relation to the delivery of this Circular, by posting this Circular on our website at https://bn.brookfield.com under “Notice and Access 2023,” on our System for Electronic Document Analysis and Retrieval (“SEDAR”) profile at www.sedar.com and on our Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) profile at www.sec.gov/edgar pursuant to Notice and Access. See “Notice and Access” below for further information. Proxies may also be solicited personally or by telephone by regular employees of the Corporation at nominal cost. The cost of solicitation will be borne by the Corporation.

The information in this Circular is given as at April 20, 2023, unless otherwise indicated. As the Corporation operates in U.S. dollars and reports its financial results in U.S. dollars, all financial information in this Circular is denominated in U.S. dollars, unless otherwise indicated. All references to £ are to British pound sterling and all references to C$ are to Canadian dollars. For comparability, all Canadian dollar amounts in this Circular have been converted to U.S. dollars at the average exchange rate for 2022 as reported by Bloomberg L.P. (“Bloomberg”) of C$1.00 = US$0.7688, unless otherwise indicated.

Who Can Vote

As at April 20, 2023, the Corporation had 1,639,015,928 Class A Limited Voting Shares (“Class A Shares”) and 85,120 Class B Limited Voting Shares (“Class B Shares”) outstanding. The Class A Shares are co-listed on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”) under the symbol “BN”. The Class B Shares are all privately held (see “Principal Holders of Voting Shares” on page 7 of this Circular for further information). Each registered holder of record of Class A Shares and Class B Shares as at the close of business on Thursday, April 20, 2023 (the “Record Date”) is entitled to receive notice of and to vote at the meeting. Except as otherwise provided in this Circular, each holder of a Class A Share or Class B Share on such date shall be entitled to vote on all matters to come before the meeting or any adjournment thereof, either in person or by proxy.

The share conditions for the Class A Shares and Class B Shares provide that, subject to applicable law and in addition to any other required shareholder approvals, all matters to be approved by shareholders (other than the election of directors) must be approved by a majority of the votes cast by the holders of Class A Shares and by the holders of Class B Shares who vote in respect of the resolution, each voting as a separate class.

Holders of Class A Shares are entitled, as a class, to elect one-half of the board of directors of the Corporation (the “Board” or “Board of Directors”), and holders of Class B Shares are entitled, as a class, to elect the other one-half of the Board. See “Election of Directors” on page 10 of this Circular for further information.

Notice and Access

Brookfield is using the Notice and Access provisions of National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 — Continuous Disclosure Obligations (“Notice and Access”) to provide meeting materials electronically for both registered and non-registered shareholders. Instead of mailing meeting materials to shareholders, Brookfield has posted this Circular and form of proxy on its website at https:// bn.brookfield.com under “Notice and Access 2023,” in addition to posting it on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar. Brookfield has sent the Notice and a form of proxy or voting instruction form (collectively, the “Notice Package”) to all shareholders informing them that this Circular is available online and explaining how this Circular may be accessed. Brookfield will not directly send the Notice Package to non-registered shareholders. Instead, Brookfield will pay Intermediaries (as defined on page 4 of this Circular) to forward the Notice Package to all non-registered shareholders.

 

2023 MANAGEMENT INFORMATION CIRCULAR/ 1

  

 

 

The Corporation has elected to utilize Notice and Access because it allows for a reduction in the use of printed paper materials, and is therefore consistent with Brookfield’s philosophy towards sustainability. Additionally, adopting Notice and Access has significantly lowered printing and mailing costs associated with the Corporation’s shareholder meetings.

Registered and non-registered shareholders who have signed up for electronic delivery of this Circular and the Corporation’s Annual Report dated March 24, 2023 (which includes management’s discussion and analysis and consolidated financial statements for the fiscal year ended December 31, 2022) (the “Annual Report”) will continue to receive them by email. No shareholders will receive a paper copy of this Circular unless they contact the Corporation at 1-866-989-0311 or bn.enquiries@brookfield.com, in which case the Corporation will mail this Circular within three business days of any request, provided the request is made before the date of the meeting or any adjournment thereof. We must receive your request before 5:00 p.m. Toronto time on May 24, 2023 to ensure you will receive paper copies in advance of the deadline to submit your vote. If your request is made after the meeting and within one year of this Circular being filed, the Corporation will mail this Circular within 10 calendar days of such request.

Q & A on Voting

What am I voting on?

 

Resolution		Who Votes		Board Recommendation
Decrease in Number of Directors		Class A Shareholders Class B Shareholders		FOR the resolution
Election of 7 of the Directors		Class A Shareholders		FOR each Director Nominee
Election of 7 of the Directors		Class B Shareholders		FOR each Director Nominee
Appointment of the External Auditor and authorizing Directors to set its remuneration		Class A Shareholders Class B Shareholders		FOR the resolution
Advisory Vote on Executive Compensation		Class A Shareholders		FOR the resolution
Approval of Amendment to Escrowed Stock Plan		Class A Shareholders Class B Shareholders		FOR the resolution
Approval of BNRE Restricted Stock Plan		Class A Shareholders Class B Shareholders		FOR the resolution
Shareholder Proposal		Class A Shareholders Class B Shareholders		AGAINST the proposal

Who is entitled to vote?

Holders of Class A Shares and holders of Class B Shares as at the close of business on April 20, 2023 are each entitled to one vote per share on the items of business as identified above.

Registered shareholders and duly appointed proxyholders will be able to attend the virtual meeting, submit questions and vote in real time, provided they are connected to the internet, have a control number and follow the instructions in the Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual meeting as guests but will not be able to ask questions or vote at the virtual meeting.

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend the virtual meeting) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company (“TSX Trust”), after submitting the form of proxy or voting instruction form by calling TSX Trust at 1-866-751-6315 (within North America) or (647) 252-9650 (outside North America) or online at https://www.tsxtrust.com/control-number-request no later than 5:00 p.m. (Toronto time) on June 7, 2023 and providing TSX Trust with information on your appointee. TSX Trust will provide your appointee with a 13 digit control number which will allow your appointee to log in to and vote at the meeting. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a 13 digit control

 

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number to participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to the virtual meeting but will not be able to ask questions or vote.

How do I vote?

Holders of Class A Shares and holders of Class B Shares of the Corporation can vote in one of two ways, as follows:

 

•

by submitting your proxy or voting instruction form prior to the meeting

 

•

during the meeting by online ballot through the live webcast platform

What if I plan to attend the meeting and vote by online ballot?

If you are a registered shareholder or a duly appointed proxyholder, you can attend and vote during the meeting by completing an online ballot through the live webcast platform. Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) can log into the meeting. Guests will be able to listen to the meeting but will not be able to ask questions or vote during the virtual meeting.

In order to attend the virtual meeting, you will need to complete the following steps:

Step 1: Log in online at: https://web.lumiagm.com/492333559

Step 2: Follow these instructions:

Registered shareholders: Click “I have a control number” and then enter your 13 digit control number and password “brookfield2023” (case sensitive). The 13 digit control number located on the form of proxy or in the email notification you received from TSX Trust is your control number. If you use your control number to log in to the meeting, any vote you cast at the meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the meeting.

Duly appointed proxyholders: Click “I have a control number” and then enter your 13 digit control number and password “brookfield2023” (case sensitive). Proxyholders who have been duly appointed and registered with TSX Trust as described in this Circular will receive a 13 digit control number by email from TSX Trust after the proxy voting deadline has passed.

Guests: Click “Guest” and then complete the online form.

The meeting website will be accessible 60 minutes prior to the start of the meeting. It is important that all attendees log in to the meeting website at least ten minutes prior to the start of the meeting to allow enough time to complete the log in process. You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible by logging in early. Please do not use Internet Explorer.

Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for the meeting. If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization.

What if I plan to vote by proxy in advance of the meeting?

You can also vote by proxy up to 5:00 p.m. Toronto time on Wednesday, June 7, 2023 (or 48 hours prior to the time of any adjourned meeting), as follows:

 

•

to vote by internet, accessing www.meeting-vote.com and following the instructions for electronic voting. You will need your control number;

 

•

sign the form of proxy sent to you and vote or withhold from voting your shares at the meeting and submit your executed proxy via any of the following options:

 

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i.

by mail: in the envelope provided or in one addressed to TSX Trust Company , Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1;

 

ii.

by fax: to (416) 595-9593; or

 

iii.

by email: scan and send the proxy to proxyvote@tmx.com.

You can appoint the persons named in the form of proxy or some other person (who need not be a shareholder of the Corporation) to represent you as proxyholder at the meeting by writing the name of this person (or company) in the blank space on the form of proxy. If you wish to appoint a person other than the management nominees identified in the form of proxy, you will need to complete the additional step of registering your proxyholder by calling TSX Trust at 1-866-751-6315 (within North America) or (647) 252-9650 (outside of North America) or online at https://www.tsxtrust.com/control-number-request by no later than 5:00 p.m. Toronto time on Wednesday, June 7, 2023.

 

•

to vote by telephone, call toll-free at 1-888-489-5760. You will be prompted to provide the control number printed on the form of proxy sent to you. The telephone voting service is not available on the day of the meeting.

If you are a non-registered shareholder and your shares are held in the name of an intermediary such as a bank, trust company, securities dealer, broker or other intermediary (each, an “Intermediary”; collectively, “Intermediaries”), to direct the votes of shares beneficially owned, see “If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?” on page 6 of this Circular for voting instructions.

Who is soliciting my proxy?

The proxy is being solicited by management of Brookfield and the associated costs will be borne by Brookfield.

What happens if I sign the proxy sent to me?

Signing the proxy appoints Frank J. McKenna or Brian D. Lawson, each of whom is a director of Brookfield, or another person you have appointed, to vote or withhold from voting your shares at the meeting.

Can I appoint someone other than these directors to vote my shares?

Yes, you may appoint another person or company other than the Brookfield directors named on the form of proxy to be your proxyholder. Write the name of this person (or company) in the blank space on the form of proxy. The person you appoint does not need to be a shareholder. Please make sure that such other person you appoint is attending the meeting and knows he or she has been appointed to vote your shares. You will need to complete the additional step of registering such proxyholder with our transfer agent, TSX Trust, after submitting the form of proxy or voting instruction form. See “If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?” on page 6 of this Circular for instructions on registering your proxy with TSX Trust. Registered shareholders may not appoint another person or company as proxyholder other than the Brookfield directors named in the form of proxy when voting by telephone.

What do I do with my completed form of proxy?

Return it to TSX Trust in the envelope provided to you by mail, by fax at (416) 595-9593 or scan and send by email to proxyvote@tmx.com no later than 5:00 p.m. Toronto time on Wednesday, June 7, 2023, which is two business days before the day of the meeting.

Can I vote by Internet in advance of the meeting?

Yes. If you are a registered shareholder, go to www.meeting-vote.com and follow the instructions on this website. You will need your control number (located on the form of proxy) to identify yourself to the system. You must submit your vote by no later than 5:00 p.m. Toronto time on Wednesday, June 7, 2023, which is two business days before the day of the meeting.

If I change my mind, can I submit another proxy or take back my proxy once I have given it?

Yes. If you are a registered shareholder, you may deliver another properly executed form of proxy with a later date to replace the original proxy in the same way you delivered the original proxy. If you wish to revoke your proxy, prepare a written

 

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statement to this effect signed by you (or your attorney as authorized in writing) or, if the shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the corporation. This statement must be delivered to the Corporate Secretary of Brookfield at the address below no later than 5:00 p.m. Toronto time on the last business day preceding the date of the meeting, Thursday, June 8, 2023, or any adjournment of the meeting, or to the Chair of the Board (the “Chair”) prior to the start of the meeting on Friday, June 9, 2023, or the day of the adjourned meeting. You may also vote during the virtual meeting by submitting an online ballot, which will revoke your previous proxy.

Corporate Secretary

Brookfield Corporation

Brookfield Place, Suite 100

181 Bay Street, Toronto, Ontario M5J 2T3

If you are a non-registered shareholder, you may revoke a voting instruction form previously given to an Intermediary at any time by written notice to the Intermediary. An Intermediary is not required to act on a revocation of a voting instruction form unless they receive it at least seven calendar days before the meeting. A non-registered shareholder may then submit a revised voting instruction form in accordance with the directions on the form.

How can I request electronic delivery of investor materials?

To opt for electronic distribution of investor materials, complete the request for electronic delivery of materials form enclosed with the Notice Package and return it by mail to TSX Trust Company, 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1; or by fax at (514) 985-8843 or 1-888-249-6189. You can also submit your request online by visiting TSX Trust’s website: https://www.tsxtrust.com/edelivery.

How will my shares be voted if I give my proxy?

The persons named on the form of proxy must vote your shares for or against or withhold from voting, in accordance with your directions, or you can let your proxyholder decide for you. If you specify a choice with respect to any matter to be acted upon, your shares will be voted accordingly. In the absence of voting directions, proxies received by management will be voted in favour of all resolutions and against the shareholder proposal put before shareholders of the meeting. See “Business of the Meeting” on page 9 of this Circular for further information.

What if amendments are made to these matters or if other matters are brought before the meeting?

The persons named on the proxy will have discretionary authority with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the meeting.

As at the date of this Circular, management of Brookfield is not aware of any amendment, variation or other matter expected to come before the meeting. If any other matters properly come before the meeting, the persons named on the form of proxy will vote on them in accordance with their best judgment.

Who counts the votes?

Brookfield’s transfer agent, TSX Trust, counts and tabulates the proxies.

How do I contact the transfer agent?

For general shareholder enquiries, you can contact TSX Trust as follows:

 

Mail		Telephone/Fax		Online
TSX Trust Company 301-100 Adelaide Street West Toronto, Ontario M5H 4H1		Tel: (416) 682-3860     within Canada and the United States     toll free at 1-800-387-0825     Fax: 1-888-249-6189 or     (514) 985-8843		Email: shareholderinquiries@tmx.com       Website: www.tsxtrust.com

 

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If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?

In many cases, Class A Shares that are beneficially owned by a non-registered shareholder are registered either:

 

a.

in the name of an Intermediary or a trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or

 

b.

in the name of a depository such as CDS Clearing and Depository Services Inc. (“CDS”) or the Depository Trust Company (“DTC”), which the Intermediary is a participant of.

Your Intermediary is required to send you a voting instruction form for the number of shares you beneficially own.

Since Brookfield has limited access to the names of its non-registered shareholders, if you attend the virtual meeting, Brookfield may have no record of your shareholdings or of your entitlement to vote unless your Intermediary has appointed you as proxyholder. Therefore, if you wish to vote by online ballot at the meeting, you will need to complete the following steps:

Step 1: insert your name in the space provided on the voting instruction form and return it by following the instructions provided therein.

Step 2: you must complete the additional step of registering yourself (or your appointees other than if your appointees are the management nominees) as the proxyholder by calling TSX Trust at 1-866-751-6315 (within North America) or (647) 252-9650 (outside of North America) or online at https://www.tsxtrust.com/control-number-request by no later than 5:00 p.m. Toronto time on Wednesday, June 7, 2023.

Failing to register online as a proxyholder will result in the proxyholder not receiving a control number, which is required to vote at the meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the meeting but will be able to participate as a guest.

A non-registered shareholder who does not wish to attend and vote at the meeting and wishes to vote prior to the meeting must complete and sign the voting instruction form and return it in accordance with the directions on the form.

The Corporation has distributed copies of the Notice Package to CDS and DTC and to Intermediaries for onward distribution to non-registered shareholders. Intermediaries are required to forward the Notice Package to non-registered shareholders.

Non-registered shareholders who have not opted for electronic delivery will receive a voting instruction form to permit them to direct the voting of the shares they beneficially own. Non-registered shareholders should follow the instructions on the forms they receive and contact their Intermediaries promptly if they need assistance.

 

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Principal Holders of Voting Shares

For over 50 years, executives of the Corporation have held a substantial portion of their investment in Class A Shares, as well as stewardship of the Class B Shares, in partnership with one another, which we refer to as the Brookfield Partners Partnership or the Partnership. This Partnership, whose members include both current and former senior executives of the Corporation (each, a “Partner” and collectively, the “Partners”), has been and continues to be instrumental in ensuring orderly management succession while fostering a culture of strong governance and mutual respect, a commitment to collective excellence and achievement, and a focus on long-term value creation for all stakeholders.

We believe that the Partnership promotes decision-making that is entrepreneurial, aligned with the long-term interests of the Corporation, and collaborative. The financial strength and sustainability of the Partnership is underpinned by a consistent focus on renewal – longstanding members mentoring new generations of leaders and financially supporting their admission as partners. This is a critical component to preserving the Corporation’s culture and vision.

Over several decades, and through economic downturns and financial disruptions, the Partnership has proven itself resolutely focused on the long-term success of the Corporation for the benefit of all stakeholders. This long-term focus is considered critical to the sustainability of the Corporation’s business.

The Partners collectively own interests in approximately 300 million Class A Shares and class A exchangeable limited voting shares (“Exchangeable Class A Shares”) of Brookfield Reinsurance Ltd. (“BNRE”) (on a fully diluted basis). These economic interests consist primarily of (i) the direct ownership of Class A Shares, as well as indirect ownership (such as Class A Shares that are held through holding companies and by foundations), by the Partners on an individual basis; and (ii) the Partners’ proportionate beneficial interests in Class A Shares held by investment entities named Partners Limited and Partners Value Investments LP (“PVI”).

Partners Limited and its affiliates are private corporations (initially formed in 1995), which are owned by over 70 individual Partners. PVI is a limited partnership, the common units of which are owned approximately 58% by Partners Limited and approximately 30% by individual Partners; PVI owns approximately 133 million Class A Shares.

In order to further reinforce the long-term stability of ownership of the Class B Shares, a group of longstanding senior leaders of the Partnership have been designated to oversee stewardship of the Class B Shares. Under these arrangements, the Class B Shares are held in a trust (the “BAM Partnership”). The beneficial interests in the BAM Partnership, and the voting interests in its trustee (“BAM Partners”), are held as follows: one-third by Mr. Jack L. Cockwell, one-third by Mr. Bruce Flatt, and one-third jointly by Messrs. Brian W. Kingston, Brian D. Lawson, Cyrus Madon, Samuel J.B. Pollock and Sachin Shah in equal parts. As such, no single individual or entity controls the BAM Partnership.

In the event of a fundamental disagreement in the BAM Partnership (and until the disagreement is resolved), three individuals have been granted the authority to govern and direct the actions of the BAM Partnership. The individuals, at the current time, none of whom are Partners, are Messrs. Marcel R. Coutu, Frank J. McKenna and Lord O’Donnell. These individuals are, and their successors are required to be, longstanding and respected business colleagues associated with the Corporation.

Under these arrangements, the BAM Partnership has become a party to the Trust Agreement with Montreal Trust Company of Canada (now operating as Computershare Trust Company of Canada) as trustee for the holders of Class A Shares, dated August 1, 1997 (the “1997 Agreement”), as has been the case since creation of the Class B Shares. The 1997 Agreement provides, among other things, that the BAM Partnership not sell any Class B Shares, directly or indirectly, pursuant to a takeover bid at a price per share in excess of 115% of the market price of the Class A Shares or as part of a transaction involving purchases made from more than five persons or companies in the aggregate, unless a concurrent offer is made to all holders of Class A Shares.

The concurrent offer must be: (i) for the same percentage of Class A Shares as the percentage of Class B Shares offered to be purchased from the BAM Partnership; (ii) at a price per share at least as high as the highest price per share paid pursuant to the takeover bid for the Class B Shares; and (iii) on the same terms in all material respects as the offer for the Class B Shares. These provisions in the 1997 Agreement also apply to any transaction that would be deemed an indirect offer for the Class B Shares under the takeover bid provisions of the Securities Act (Ontario). Additionally, the BAM Partnership, will agree to

 

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prevent any person or company from carrying out a direct or indirect sale of Class B Shares in contravention of the 1997 Agreement.

To the knowledge of the directors and officers of the Corporation, there are no other persons or corporations that beneficially own, exercise control or direction over, have contractual arrangements such as options to acquire, or otherwise hold voting securities of the Corporation carrying more than 10% of the votes attached to any class of outstanding voting securities of the Corporation.

 

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PART TWO – BUSINESS OF THE MEETING

We will address eight items at the meeting:

 

1.

receiving the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2022, including the external auditor’s report thereon;

 

2.

considering the special resolution authorizing an amendment to the articles of the Corporation to decrease the number of directors from 16 to 14;

 

3.

electing directors who will serve until the end of the next annual meeting of shareholders;

 

4.

appointing the external auditor that will serve until the end of the next annual meeting of shareholders and authorizing the directors to set its remuneration;

 

5.

considering an advisory resolution on the Corporation’s approach to executive compensation;

 

6.

considering a resolution approving an amendment to the Corporation’s Escrowed Stock Plan;

 

7.

considering a resolution authorizing BNRE to implement a restricted stock plan and permitting BNRE to award restricted stock grants to certain employees and service providers thereof; and

 

8.

considering the shareholder proposal, as more particularly described herein.

We will also consider other business that may properly come before the meeting.

As at the date of this Circular, management is not aware of any changes to these items and does not expect any other items to be brought forward at the meeting. If there are changes or new items, you or your proxyholder can vote your shares on these items as you or your proxyholder sees fit. The persons named on the form of proxy will have discretionary authority with respect to any changes or new items which may properly come before the meeting and will vote on them in accordance with their best judgment.

 

1.	Receiving the Consolidated Financial Statements

The annual financial statements of the Corporation for the fiscal year ended December 31, 2022 are included in the Annual Report. The Annual Report is available on the Corporation’s website, https://bn.brookfield.com under “Notice and Access 2023,” and on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar, and is being mailed to the Corporation’s registered shareholders and non-registered shareholders who have contacted the Corporation to request a paper copy of the Annual Report. Shareholders who have signed up for electronic delivery of the Annual Report will receive it by email.

 

2.	Decrease in Number of Directors

The Corporation’s articles provide for a fixed Board comprised of 16 directors. Currently, there are 15 directors. Mr. Marcel R. Coutu stepped down from the Board on December 9, 2022. On the same day, he joined the board of directors of Brookfield Asset Management Ltd. (the “Manager”) following the public listing and distribution of a 25% interest in the Corporation’s asset management business through the Manager, pursuant to a plan of arrangement (the “Arrangement”). In addition, Mr. Seek Ngee Huat is not standing for re-election to the Board. Given the asset management business now sits under the Manager, a newly established public company with its own board of directors, the Corporation deems a decrease in its number of directors to 14 suitable while maintaining good governance standards and preserving the desired diversity of skills and experience among the directors. At the meeting, shareholders will be asked to consider and, if thought advisable, pass the special resolution (the form of which is attached as Appendix B to this Circular on page B-1) authorizing an amendment to the articles of the Corporation to decrease the number of directors from 16 to 14 (the “Special Resolution”). The Special Resolution decreases the number of directors elected by the holders of each of Class A Shares and Class B Shares from eight to seven. In order to become effective, the Special Resolution must be approved by two-thirds of the votes cast by the holders of Class A Shares who vote in respect of the resolution, and by two-thirds of the votes cast by the holders

 

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of Class B Shares who vote in respect of the resolution, in each case present or represented at the meeting by proxy, in accordance with the provisions of the Business Corporations Act (Ontario).

On any ballot that may be called for on the Special Resolution, the management representatives designated on the form of proxy intend to cast the votes to which the shares represented by such proxy are entitled FOR the Special Resolution, unless the shareholder has specified in the form of proxy that the shares represented by such proxy are to be voted against the Special Resolution.

 

3.	Election of Directors

If the Special Resolution attached as Appendix B to this Circular is approved by the shareholders at the meeting, the Board will comprise of 14 members, all of whom are to be elected at this meeting. Holders of Class A Shares are entitled, as a class, to elect one-half of the Board, and holders of Class B Shares are entitled, as a class, to elect the other one-half of the Board.

If you own Class A Shares, you can vote on the election of seven directors. The following persons are proposed as nominees for election by the holders of Class A Shares:

 

•  M. Elyse Allan		•  Janice Fukakusa		•  Frank J. McKenna		•  Diana L.Taylor
•  Angela F. Braly		•  Maureen Kempston Darkes		•  Hutham S. Olayan

If you own Class B Shares, you can vote on the election of seven directors. The following persons are proposed as nominees for election by the holders of Class B Shares:

 

•  Howard S. Marks		•  Lord O’Donnell		•  Jack L. Cockwell		•  Brian D. Lawson
•  Rafael Miranda		•  Jeffrey M. Blidner		•  Bruce Flatt

Majority Voting Policy

The Board has adopted a policy stipulating that, if the total number of shares voted in favour of the election of a director nominee represents less than a majority of the total shares voted and withheld for that director (in each case, not on the cumulative basis described in the section “Cumulative Voting for Directors” on page 10 of this Circular), the nominee will tender his or her resignation immediately after the meeting. Within 90 days of the meeting, the Board will determine whether or not to accept a director’s resignation and will issue a press release announcing the Board’s decision, a copy of which will be provided to the TSX. Absent exceptional circumstances, the Board will accept the resignation. The resignation will be effective when accepted by the Board. If the Board determines not to accept a resignation, the press release will fully state the reasons for that decision. A director who tenders his or her resignation will not participate in a Board meeting at which the resignation is considered. The majority voting policy does not apply in circumstances involving contested director elections.

Cumulative Voting for Directors

The articles of the Corporation provide for cumulative voting in the election of directors. Each shareholder of a class or series of shares of the Corporation entitled to vote for the election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by the holder, multiplied by the number of directors to be elected by the shareholder and the holders of shares of the classes or series of shares entitled to vote with the shareholder in the election of directors. The shareholder may cast all of its votes in favour of one candidate or distribute such votes among the candidates in any manner the shareholder sees fit. Where the shareholder has voted for more than one candidate without specifying the distribution of votes among the candidates, the shareholder will be deemed to have distributed its votes equally among the candidates for whom the shareholder voted.

A shareholder who wishes to distribute its votes other than equally among the nominees and who has appointed the management representatives designated on the proxy must do so personally at the virtual meeting or by another proper form of proxy, which can be obtained from the Corporate Secretary of Brookfield.

 

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Voting by Proxy

The management representatives designated on the proxy to be completed by holders of Class A Shares intend to cast the votes represented by such proxy FOR and equally among the proposed nominees for election by the holders of Class A Shares as set forth on pages 12 to 15 of this Circular, unless the shareholder who has given such proxy has directed that such shares be otherwise voted or withheld from voting in the election of directors.

The management representatives designated on the proxy to be completed by the holder of Class B Shares intend to cast the votes represented by such proxy FOR and equally among the proposed nominees for election by the holder of Class B Shares as set forth on pages 15 to 18 of this Circular.

Director Nominees

Should the shareholders approve the Special Resolution at the meeting, the Board recommends that the 14 director nominees be elected at the meeting to serve as directors of the Corporation until the next annual meeting of shareholders or until their successors are elected or appointed.

The Board believes that the collective qualifications, skills and experiences of the director nominees allow for Brookfield to continue to maintain a well-functioning Board with a diversity of perspectives. The Board’s view is that, individually and as a whole, the director nominees have the necessary qualifications to be effective at overseeing the business and strategy of the Corporation.

All 14 director nominees were elected as members of the Board at the Annual Meeting of Shareholders held on June 10, 2022 and are standing for re-election. Mr. Marcel R. Coutu stepped down from the Board on December 9, 2022. In addition, Mr. Seek Ngee Huat, a current director, is not standing for re-election to the Board.

We do not expect that any of the director nominees will be unable to serve as a director. If a director nominee tells us before the meeting that he or she will not be able to serve as a director, the management representatives designated on the form of proxy, unless directed to withhold from voting in the election of directors, reserve the right to vote for other director nominees at their discretion.

Each director’s biography contains information about the director, including his or her background and experience, Brookfield shareholdings and other public company board positions held, as at April 20, 2023. See “Director Share and DSU Ownership Requirements” on page 55 of this Circular for further information on director share ownership requirements.

 

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The following seven individuals are nominated for election as directors by the holders of the Corporation’s Class A Shares.

 

M. Elyse Allan, C.M.(a) Age: 65 Director since: 2015 (Independent)(b)   Areas of Expertise: CEO experience, Government and Public Policy, Energy and Power, Healthcare, Infrastructure, Manufacturing, Natural Resources		Ms. Allan is the former President and Chief Executive Officer of General Electric Canada Company Inc., a digital industrial company, a position she held from 2004 until June 2018, and a former Vice-President of General Electric Co. She currently serves as vice-chair of Ontario Health, as a director of MaRS Discovery District, and founding chair of Invest Ontario. Ms. Allan is a Fellow at the C.D. Howe Institute and serves on its National Advisory Board. She is the former Chair of the Board of Advisors at the Tuck School of Business at Dartmouth College and a former Board member of the Conference Board of Canada and the Business Council of Canada. In 2014, Ms. Allan was appointed Member of the Order of Canada.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2015 – Present
		Risk Management Committee
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		1,503		46,949
		2022		1,503		41,000		48,452		Met
		Change		—		5,949

 

Angela F. Braly(a) Age: 61 Director since: 2015 (Independent)(b)   Areas of Expertise: CEO experience, Government and Public Policy, Healthcare, Insurance		Ms. Braly is the former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc. (“WellPoint”), a health benefits company now known as Elevance Health Inc. She was Chair of the Board of WellPoint from 2010 to 2012 and President and Chief Executive Officer and a Board member from 2007 to 2012. Prior to that, Ms. Braly served as Executive Vice President, General Counsel and Chief Public Affairs Officer of WellPoint and President and Chief Executive Officer of Blue Cross Blue Shield of Missouri.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Exxon Mobil Corporation		2016 – Present
		Audit Committee						Brookfield Corporation   The Procter and Gamble Company   Lowe’s Companies, Inc.		2015 – Present   2009 – Present   2013 – 2021
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		—		57,311
		2022		—		49,528		57,311		Met
		Change		—		7,783

 

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Janice Fukakusa C.M.,  F.C.P.A., F.C.A.(a) Age: 68 Director since: 2020 (Independent)(b)   Areas of Expertise: CFO experience, Government and Public Policy, Financial Services, Economic Policy		Ms. Fukakusa, is the former Chief Administrative Officer and Chief Financial Officer of Royal Bank of Canada (“RBC”), positions she held for approximately 10 years. She was appointed Chief Financial Officer in 2004 and then became Chief Administrative Officer and Chief Financial Officer in 2009. In addition to her roles as Chief Administrative Officer and Chief Financial Officer, Ms. Fukakusa served in various other senior positions during her over 30-year tenure with RBC, including within the retail and business banking, corporate banking and corporate finance functions. She currently serves as the Chancellor and Board member of Toronto Metropolitan University, Chair of the Japanese Canadian Cultural Center Foundation, is past Board Chair for The Princess Margaret Cancer Foundation and past founding Chair of Canadian Infrastructure Bank, a Crown Corporation. Ms. Fukakusa was appointed Member of the Order of Canada in 2021.   Ms. Fukakusa is a Fellow Chartered Professional Accountant, who currently serves on the audit committee of three other public companies, in addition to her service on Brookfield’s Audit Committee. Given Ms. Fukakusa’ s previous CFO and CAO experience coupled with her professional training, the Board has determined that her simultaneous service on the audit committees of three other public companies will not impair her ability to effectively serve on Brookfield’s Audit Committee and shareholders would benefit from her expertise.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						RioCan Real Estate Investment Trust		2021 – Present
		Audit Committee, Chair						Brookfield Corporation   Loblaw Companies Limited   Cineplex Inc.   GGP Inc.		2020 – Present   2019 – Present   2017 – Present   2017 – 2018
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		25,306		15,835
		2022		17,306		7,959		41,141		Met
		Change		8,000		7,876

 

Maureen Kempston Darkes, O.C., O.Ont.(a) Age: 74 Director since: 2008 (Independent)(b)   Areas of Expertise: CEO experience, Government and Public Policy, International Affairs, Infrastructure, Energy and Power		Ms. Kempston Darkes is the retired Group Vice-President and President, Latin America, Africa and Middle East of General Motors Corporation, a motor vehicle manufacturer. She was appointed to the Government of Canada’s Science, Technology & Innovation Council in 2013. In 2000, Ms. Kempston Darkes was appointed an Officer of the Order of Canada.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2008 – Present
		Risk Management Committee, Chair   Management Resources and Compensation Committee						Enbridge Inc.   Canadian National Railway Company   Schlumberger Limited   Balfour Beatty plc		2010 – 2021   1995 – 2021   2014 – 2019   2012 – 2017
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		—		100,935
		2022		—		96,238		100,935		Met
		Change		—		4,697

 

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Frank J. McKenna, P.C., O.C., O.N.B. (a) Age: 75 Director since: 2006 (Independent) (b)   Areas of Expertise: Government and Public Policy, Energy and Power, Manufacturing, Natural Resources		Mr. McKenna is Chair of the Board of the Corporation, a position he has held since August 2010. Mr. McKenna is Deputy Chair of TD Bank Group, a financial institution, a position he has held since 2006 and currently serves as Chair of the compensation committee for Canadian Natural Resources Limited’s Board of Directors. Mr. McKenna is a former Ambassador of Canada to the U.S.A. and was elected as Premier of the Province of New Brunswick from 1987 until 1997.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board, Chair						Anaergia Inc.		2020 – Present
		Governance and Nominating Committee, Chair						Brookfield Corporation   Canadian Natural Resources Limited		2006 – Present   2006 – Present
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		6,405		332,004
		2022		6,405		311,277		338,409		Met
		Change		—		20,727

 

Hutham S. Olayan (a) Age: 69 Director since: 2021 (Independent) (b)   Areas of Expertise: CEO experience, Asset Management, International Affairs, Infrastructure, Financial Services, Real Estate		Ms. Olayan is Chair of the Corporate Board of The Olayan Group (the “Group”), a private international investor that also has commercial operations in the Middle East. She has been a director of the Group since 1981. As President and CEO of Olayan America and its US affiliates, she led the Group’s investment activity in the Americas for more than 30 years, until her retirement from that role in January 2018.   Ms. Olayan serves on the board of the Peter G. Peterson Institute for International Economics and the board of Memorial Sloan Kettering Cancer Center among other private and public memberships. Ms. Olayan is Trustee Emeritus of the American University of Beirut, as well as a member of AUB’s International Advisory Council. She is also a member of the Stanford University Global Advisory Council.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2021 – Present
		Risk Management Committee						Morgan Stanley   International Business Machines Corporation (IBM)		2006 – 2021   2016 – 2019
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		35,000		10,291
		2022		18,300		4,821		45,291		Met
		Change		16,700		5,470

 

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Diana L. Taylor (a) (k) Age: 68 Director since: 2012 (Independent)(b)   Areas of Expertise: Government and Public Policy, Financial Services, Real Estate		Ms. Taylor started her career as an investment banker for 15 years, and then moved to private equity. She also served as the Superintendent of Banks for the State of New York, Deputy Secretary to the Governor of New York and Chief Financial Officer for the Long Island Power Authority. She currently sits on corporate boards, and chairs three not for profits, Accion, the New York City Ballet and Hotbread Kitchen.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2012 – Present
		Governance and Nominating Committee   Management Resources and Compensation Committee, Chair						Citigroup Inc.   Sotheby’s		2009 – Present   2007 – 2019
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		—		106,423
		2022		—		98,273		106,423		Met
		Change		—		8,150

The following seven individuals are nominated for election as directors by the holders of the Corporation’s Class B Shares.

 

Howard S. Marks (a) Age: 77 Director since: 2020 (Affiliated) (c)   Areas of Expertise: CEO experience, Asset Management, Financial Services		Mr. Marks is the Co-Chairman of Oaktree Capital Group, a global alternative asset manager approximately 68% owned by Brookfield with a diversified mix of opportunistic, value-oriented, and risk-controlled investments across credit and other investment offerings. Since the formation of Oaktree in 1995, Mr. Marks has been responsible for ensuring the firm’s adherence to its core investment philosophy; communicating closely with clients concerning products and strategies; and contributing his experience to big-picture decisions relating to investments and corporate direction. Mr. Marks is a Trustee Emeritus and member of the Investment Committee at the Metropolitan Museum of Art. He is a member of the Investment Committee of the Royal Drawing School and is a Professor of Practice at King’s Business School. He serves on the Shanghai International Financial Advisory Council and the Advisory Board of Duke Kunshan University.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2020 – Present
								Oaktree Capital Management		1995 – Present
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		1,008,262		16,752
		2022		1,108,262		10,182		1,025,014		Met
		Change		(100,000)		6,570

 

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Rafael Miranda (a) Age: 73 Director since: 2017 (Independent) (b)   Areas of Expertise: CEO experience, International Affairs, Energy and Power, Infrastructure, Manufacturing, Real Estate		Mr. Miranda is the retired Chief Executive Officer of Endesa, S.A., the largest electric utility company in Spain, where he served as Managing Director and as Chief Executive Officer from 1987 to 1997 and 2009, respectively. Mr. Miranda is Honorary Chairman of Eurelectric, the European Electricity Association, and served until June 2022 as the Chairman of the Board of Directors of Acerinox, S.A., a Spanish stainless steel manufacturing conglomerate.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2017 – Present
		Audit Committee   Management Resources and Compensation Committee						Nicolas Correa S.A.   Acerinox, S.A.   Hispania Activos Inmobiliarios, S.A.   Brookfield Infrastructure Partners L.P.		2017 – Present   2014 – 2022   2014 – 2019   2013 – 2017
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		—		38,106
		2022		—		30,299		38,106		Met
		Change		—		7,807

 

Lord O’Donnell (a) Age: 70 Director since: 2013 (Affiliated ) (c)   Areas of Expertise: Government and Public Policy, Economic Policy, Financial Services, International Affairs		Lord O’Donnell is currently the Chairman of Frontier Economics Ltd., a microeconomics consultancy, and a senior advisor to the Corporation in Europe. He served as the Cabinet Secretary and head of the British Civil Service between 2005 and 2011. Prior to this, Lord O’Donnell served as the Permanent Secretary of the UK Treasury from 2002 to 2005 and Chair of Public Interest Board of PwC (UK) from 2015 to 2019. Lord O’Donnell became a member of the House of Lords in 2012.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2013 – Present
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		79,018		73,299
		2022		79,018		65,580		152,317		Met
		Change		—		7,719

 

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Jeffrey M. Blidner (a) Age: 75 Director since: 2013 (Affiliated and Management) (c) (d)   Areas of Expertise: Growth initiatives, Strategic planning, Infrastructure, Energy and Power, Real Estate		Mr. Blidner is a Vice Chair of the Corporation. Mr. Blidner is also the Chair of Brookfield Business Partners L.P. and Brookfield Renewable Partners L.P. as well as a director of numerous other Brookfield affiliates. Before joining Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Business Corporation		2022 – Present
								Brookfield Infrastructure Corporation   Brookfield Renewable Corporation   Brookfield Property REIT Inc.   Brookfield Business Partners L.P.   Brookfield Corporation   Brookfield Property Partners L.P.   Brookfield Renewable Partners L.P.   Brookfield Infrastructure Partners L.P.		2020 – Present   2020 – Present   2018 – Present   2016 – Present   2013 – Present   2013 – Present   2011 – Present   2008 – Present
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares (g) (h)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		9,852,096		1,169,167
		2022		9,697,787		1,348,126		11,021,263		Met
		Change		154,309		(178,959)

 

Jack L. Cockwell, C.M. (a)  Age: 82 Director since: 1979 (Affiliated) (c)   Areas of Expertise: CEO experience, Infrastructure, Energy and Power, Real Estate, Natural Resources		Mr. Cockwell is Chairman of Brookfield Partners Foundation, was the Founding Partner of the Brookfield Partners Partnership in 1995, and has been associated with the Corporation in numerous capacities including as Chief Executive Officer, since 1968. Mr. Cockwell is a Heritage Governor of the Royal Ontario Museum, and an Honorary Member of the Toronto Metropolitan University’s Board of Governors.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Rogers Communications Inc.		2021 – Present
								Brookfield Corporation   Norbord Inc.   Teck Resources Limited		1979 – Present   1987 – 2021   2009 – 2017
		Number of Class A Shares and Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares (g) (i)		DSUs, RSUs		Total Number of Shares, DSUs and RSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		39,902,026		3,094,270
		2022		38,611,255		2,733,881		42,996,296		Met
		Change		1,290,771		360,389

 

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Bruce Flatt (a) Age: 57 Director since: 2001 (Affiliated and Management) (c) (d)   Areas of Expertise: CEO experience; Infrastructure, Energy and Power, Real Estate, Private Equity		Mr. Flatt is the Chief Executive Officer of the Corporation and the Manager. Mr. Flatt joined the Corporation in 1990 and became Chief Executive Officer in 2002. Mr. Flatt has been on numerous public company boards over the past three decades and does not currently sit on any external corporate boards.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Asset Management Ltd.		2022 – Present
								Brookfield Corporation   GGP Inc.		2001 – Present   2010 – 2018
		Number of Class A Shares and Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares(g) (j)		DSUs, RSUs		Total Number of Shares, DSUs and RSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		65,976,955		4,641,494
		2022		64,523,152		4,064,424		70,618,449		Met
		Change		1,453,803		577,070

 

Brian D. Lawson (a) Age: 63 Director since: 2018 (Affiliated and Management) (c) (d)   Areas of Expertise: CFO experience, Infrastructure, Energy and Power, Real Estate, Private Equity		Mr. Lawson is a Vice Chair of the Corporation and in this role provides guidance and advice on the Corporation’s finance and risk management activities. Mr. Lawson is a member of the Governing Council of the University of Toronto and is the President of the Partnership. Mr. Lawson joined Brookfield in 1988 and has held a number of senior management positions in Brookfield’s investment and finance operations including as Chief Financial Officer of the Corporation from 2002 to 2020. In 2013, Mr. Lawson was named Canada’s CFO of the Year.
		Brookfield Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2018 – Present
								Partners Value Investments LP   Partners Value Split Corp.   TerraForm Power, Inc.   Global Resource Champions Split Corp.		2016 – Present   2001 – Present   2017 – 2020   2018 – 2020
		Number of Class A Shares and Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed
		Year(e)		Class A Shares (g) (k)		DSUs, RSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2023		15,369,292		4,764,722
		2022		15,144,047		3,818,620		20,134,014		Met
		Change		225,245		946,102

 

(a)

Mses. M. Elyse Allan and Janice Fukakusa and Messrs. Jeffrey M. Blidner, Jack L. Cockwell and Brian D. Lawson principally live in Ontario, Canada. Ms. Angela F. Braly principally lives in Florida, U.S.A. Mr. Frank J. McKenna principally lives in Ontario, Canada and New Brunswick, Canada. Mr. Rafael Miranda principally lives in Madrid, Spain. Mses. Diana L. Taylor and Hutham S. Olayan and Mr. Howard S. Marks principally live in New York, U.S.A. Mr. Bruce Flatt principally lives in New York, U.S., London, U.K. and Dubai, UAE. Ms. Maureen Kempston Darkes principally lives in Florida, U.S.A. and Ontario, Canada. Lord O’Donnell principally lives in London, United Kingdom.

 

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(b)	“Independent” refers to the Board’s determination of whether a director nominee is “independent” under Section 1.2 of National Instrument 58-101 — Disclosure of Corporate Governance Practices.

(c)

“Affiliated” refers to a director nominee who (i) owns greater than a de minimis interest in the Corporation (exclusive of any securities compensation earned as a director) or (ii) within the last two years has directly or indirectly (a) been an officer of or employed by the Corporation or any of its affiliates, (b) performed more than a de minimis amount of services for the Corporation or any of its affiliates, or (c) had any material business or professional relationship with the Corporation other than as a director of the Corporation. “De minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in the Corporation to themselves and to the Corporation.

(d)

“Management” refers to director nominees who are current members of management of the Corporation. Mr. Flatt is the Chief Executive Officer of the Corporation, Messrs. Blidner and Lawson are Vice Chairs of the Corporation. Messrs. Blidner, Flatt and Lawson do not receive compensation in their capacity as directors of the Corporation (see “Director Compensation” on page 51 of this Circular). All director nominees who are also current members of management are, by definition, “Affiliated”.

(e)	Number of Class A Shares includes the Exchangeable Class A Shares.

(f)

The Share Ownership Guideline for directors is to hold Class A Shares, Exchangeable Class A Shares, DSUs (as defined on page 33 of this Circular) or Restricted Shares (as defined on page 68 of this Circular) with a value equal to three times their annual director’s retainer. See “Director Share and DSU Ownership Requirements” on page 55 of this Circular for further information. The value of three times the annual retainer for each non-management director and for the Chair is $750,000 and $1,800,000, respectively. As of April 20, 2023, the number of shares required to satisfy the non-management director and Chair Share Ownership Guideline is 22,569 and 54,167, respectively (calculated by dividing the respective Share Ownership Guideline expressed in dollar value by the price of Class A Shares on the NYSE as at the close of market on April 20, 2023). Messrs. Flatt, Lawson and Blidner each hold Class A Shares, DSUs or Restricted Shares with a value equal to more than five times their annual base salary (“Base Salary’’). The value of five times the Base Salary for Messrs. Flatt, Lawson and Blidner is 3,713,215, 3,000,000 and 3,000,000, respectively, converted at the average exchange rate for 2022 of C$1.00 = US$0.7688 and £1.00 = US$1.2366. As of April 20, 2023, the number of shares required to equal five times the Base Salary for Messrs. Flatt, Lawson, and Blidner is 111,742, 90,279 and 90,279, respectively (calculated by dividing the amount that is five times the individual’s Base Salary by the price of Class A Shares on the NYSE as at the close of market on April 20, 2023). See “Share Ownership Guidelines” on page 69 of this Circular for further information.

(g)

The figures in this column include (i) the director’s Class A Shares, held directly and indirectly, including under the Restricted Stock Plan; (ii) the director’s pro rata interests in Class A Shares held by Partners Limited and PVI (on a consolidated basis); and (iii) the director’s Escrowed Shares (as defined on page 25 of this Circular), which also represent an indirect pro rata interest in Class A Shares. The value of these indirect pro rata interests is impacted by a number of factors including the terms of their ownership, the capital structure of each company, the value of the Class A Shares held by each company and their net liabilities and preferred share obligations. (See “Principal Holders of Voting Shares” on page 7 of this Circular for further information on Partners Limited and PVI and “The Escrowed Stock Plan” on page 82 of this Circular for further information on Escrowed Shares).

(h)

Mr. Blidner holds 3,667,226 Class A Shares and Exchangeable Class A Shares directly and indirectly that are not in the Partnership as of the date of this Circular, and held 3,237,131 Class A Shares directly and indirectly as of the date of last year’s Circular, which in each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (g).

(i)

Mr. Cockwell holds 19,363,803 Class A Shares directly and indirectly that are not in the Partnership as of the date of this Circular, and held 18,211,871 Class A Shares directly and indirectly as of the date of last year’s Circular, which in each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (g).

(j)

Mr. Flatt holds 14,402,185 Class A Shares and Exchangeable Class A Shares directly and indirectly that are not in the Partnership as of the date of this Circular, and held 12,047,562 Class A Shares directly and indirectly as of the date of last year’s Circular, which in each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (g).

(k)

Mr. Lawson holds 5,863,855 Class A Shares directly and indirectly that are not in the Partnership as of the date of this Circular, and held 4,500,941 Class A Shares directly and indirectly as of the date of last year’s Circular, which in each case excludes his pro rata interests held in Class A Shares referenced above in clause (ii) and (iii) of (g).

(l)	Ms. Taylor served as Vice Chair of Solera Capital LLC when its subsidiary, Calypso St. Barth, filed for bankruptcy protection under Chapter 7 of the United States Bankruptcy Code on November 29, 2017.

Summary of 2023 Nominees for Director

The following summarizes the qualifications of the 2023 director nominees that led the Board to conclude that each director nominee is qualified to serve on the Board.

 

All Director Nominees Exhibit:
•  High Personal and professional integrity and ethics		•  A commitment to sustainability and social issues
•  A proven record of success		•  An inquisitive and objective perspective
•  Experience relevant to Brookfield’s global activities		•  An appreciation of the value of good corporate governance

If the Special Resolution to decrease the number of directors is approved by shareholders at the meeting, the Corporation’s board will be comprised of 14 directors, which the Corporation considers an appropriate number given the diversity of its operations and the need for a variety of experiences and backgrounds to effectively oversee the governance of the Corporation and provide strategic advice to management. The Corporation reviews the expertise of incumbent and proposed directors in numerous areas, including those listed in the chart below.

 

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Class A Director       Nominees

Corporate Strategy and Business Development

Mergers & Acquisitions

Finance and Capital Allocation

Leadership of a Large / Multifaceted Organization

Legal and Regulatory

Risk Management

Environmental, Social and Governance Matters

Industry Experience

M. Elyse Allan

✓

✓

✓

✓

Government and Public Policy, Energy and Power, Healthcare, Infrastructure, Manufacturing, Natural Resources

Angela F. Braly

✓

✓

✓

✓

✓

✓

Government and Public Policy, Healthcare, Insurance

Janice Fukakusa

✓

✓

✓

✓

✓

✓

Government and Public Policy, Financial Services, Economic Policy

Maureen   Kempston Darkes

✓

✓

✓

✓

✓

Government and Public Policy, International Affairs, Infrastructure; Energy and Power

Frank J. McKenna

✓

✓

✓

✓

Government and Public Policy, Energy and Power, Manufacturing, Natural Resources

Hutham S. Olayan

✓

✓

✓

✓

✓

Asset Management, International Affairs, Infrastructure, Financial Services, Real Estate

Diana L. Taylor

✓

✓

✓

✓

✓

Government and Public Policy, Financial Services

 

Class B Director       Nominees

Corporate Strategy and Business Development

Mergers & Acquisitions

Finance and Capital Allocation

Leadership of a Large / Multifaceted Organization

Legal and Regulatory

Risk Management

Environmental, Social and Governance Matters

Industry Experience

Jeffrey M. Blidner

✓

✓

✓

✓

✓

Infrastructure, Energy and Power, Real Estate

Jack L. Cockwell

✓

✓

✓

✓

✓

Infrastructure, Energy and Power, Real Estate, Natural Resources

Bruce Flatt

✓

✓

✓

✓

✓

✓

Infrastructure, Energy and Power, Real Estate, Private Equity

Brian D. Lawson

✓

✓

✓

Infrastructure, Energy and Power, Real Estate, Private Equity

Howard S. Marks

✓

✓

✓

✓

Asset Management, Financial Services

Rafael Miranda

✓

✓

✓

✓

✓

✓

International Affairs, Energy and Power, Infrastructure, Manufacturing, Real Estate

Lord O’Donnell

✓

✓

✓

✓

✓

Government and Public Policy, Economic Policy, Financial Services, International Affairs

 

2023 MANAGEMENT INFORMATION CIRCULAR/ 20

  

 

 

Director Ownership in Certain Subsidiaries and Brookfield Asset Management Ltd.

Below is a description of the securities in certain subsidiaries of the Corporation and the Manager, that are beneficially owned, directly or indirectly, or controlled by each director nominee. Director nominees who do not beneficially own, directly or indirectly, or control any securities in these subsidiaries or the Manager have been excluded from the description below.

 

No. of Securities
Class A Director Nominee		Brookfield Business Partners L.P.(a)		Brookfield Infrastructure Partners L.P.(b)		Brookfield Renewable Partners L.P.(c)		The Manager
M. Elyse Allan		—		—		—		375 Manager Class A Shares
Janice Fukakusa		—		—		—		6,326 Manager Class A Shares
Frank J. McKenna		—		6,000 LP Units 666 BIPC Class A Shares		13,343 LP Units 3,336 BEPC Class A Shares		1,601 Manager Class A Shares
Hutham S. Olayan		—		—		—		4,575 Manager Class A Shares
No. of Securities
Class B Director Nominees		Brookfield Business Partners L.P.(a)		Brookfield Infrastructure Partners L.P.(b)		Brookfield Renewable Partners L.P.(c)		The Manager
Jeffrey M. Blidner		35,189 LP Units 17,594 BBUC Class A Shares		9,549 LP Units 1,590 BIPC Class A Shares		—		2,388,541 Manager Class A Shares
Jack L. Cockwell		225,804 LP Units 112,902 BBUC Class A Shares		104,044 LP Units		—		9,558,822 Manager Class A Shares
Bruce Flatt		224,402 LP Units 112,201 BBUC Class A Shares		192,489 LP Units 21,387 BIPC Class A Shares		15,000 LP Units 3,750 BEPC Class A Shares		16,320,769 Manager Class A Shares
Brian D. Lawson		92,413 LP Units 46,206 BBUC Class A Shares		29,377 LP Units 3,264 BIPC Class A Shares		5,550 LP Units 1,387 BEPC Class A Shares		1,413,597 Manager Class A Shares
Howard S. Marks		—		—		—		258,262 Manager Class A Shares
Lord O’Donnell		—		—		—		19,754 Manager Class A Shares

 

(a)

Brookfield Business Corporation (“BBUC”) is a Canadian corporation. Class A exchangeable subordinate voting shares of BBUC (“BBUC Class A Shares”) are structured to provide an economic return equivalent to units in Brookfield Business Partners L.P. (“BBU LP”) through a traditional corporate structure. Each BBUC Class A Share has the same distribution as a BBU LP unit and is exchangeable for one BBU LP unit.

(b)

Brookfield Infrastructure Corporation (“BIPC”) is a Canadian corporation. Class A exchangeable subordinate voting shares of BIPC (“BIPC Class A Shares”) are structured to provide an economic return equivalent to units in Brookfield Infrastructure Partners L.P. (“BIP LP”) through a traditional corporate structure. Each BIPC Class A Share has the same distribution as a BIP LP unit and is exchangeable for one BIP LP unit.

(c)

Brookfield Renewable Corporation (“BEPC”) is a Canadian corporation. Class A exchangeable subordinate voting shares of BEPC (“BEPC Class A Shares”) are structured to provide an economic return equivalent to units in Brookfield Renewable Partners L.P. (“BEP LP”) through a traditional corporate structure. Each BEPC Class A Share has the same distribution as a BEP LP unit and is exchangeable for one BEP LP unit.

 

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2022 Director Attendance

We believe the Board cannot be effective unless it governs actively. We expect our directors to attend all Board meetings and all of their respective committee meetings. Directors may participate by video or teleconference if they are unable to attend in person. The table below shows the number of Board and committee meetings each director attended in 2022. All director nominees standing for re-election attended approximately 99% of the Board meetings in 2022. The Board and its committees meet in camera without management present at all meetings, including those held by teleconference.

 

Class A Directors		Independent		Board		Audit   Committee		Governance   and Nominating Committee		Management   Resources and   Compensation Committee		Risk   Management   Committee		All
M. Elyse Allan		yes		8 of 8		—		—		—		4 of 4		12 of 12		100%
Angela F. Braly		yes		8 of 8		8 of 8		—		—		—		16 of 16		100%
Janice Fukakusa		yes		8 of 8		8 of 8		—		—		—		16 of 16		100%
Maureen Kempston Darkes		yes		8 of 8		—		—		3 of 3		4 of 4		15 of 15		100%
Frank J. McKenna		yes		8 of 8		—		4 of 4		—		—		12 of 12		100%
Hutham S. Olayan		yes		8 of 8		—		—		—		4 of 4		12 of 12		100%
Seek Ngee Huat		yes		8 of 8		—		4 of 4		—		—		12 of 12		100%
Diana L. Taylor		yes		8 of 8		—		4 of 4		3 of 3		—		15 of 15		100%
Class B Directors		Independent		Board		Audit Committee		Governance and Nominating Committee		Management Resources and Compensation Committee		Risk Management Committee		All
Jeffrey M. Blidner		no		8 of 8		—		—		—		—		8 of 8		100%
Jack L. Cockwell		no		7 of 8		—		—		—		—		7 of 8		88%
Marcel R. Coutu(a)		yes		8 of 8		8 of 8		—		3 of 3		—		19 of 19		100%
Bruce Flatt		no		8 of 8		—		—		—		—		8 of 8		100%
Brian D. Lawson		no		8 of 8		—		—		—		—		8 of 8		100%
Howard S. Marks		no		8 of 8		—		—		—		—		8 of 8		100%
Rafael Miranda		yes		8 of 8		8 of 8		—		—		—		16 of 16		100%
Lord O’Donnell		no		8 of 8		—		—		—		—		8 of 8		100%

 

(a)	Mr. Marcel R. Coutu stepped down from the Board on December 9, 2022.

 

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2022 Director Voting Results

Below are the results of the vote of holders of Class A Shares for the election of directors at the Corporation’s Annual Meeting of Shareholders held on June 10, 2022.

 

Director Nominee		Votes For				%				Votes Withheld				%
M. Elyse Allan			1,180,227,988				99.46				6,420,837				0.54
Angela F. Braly			1,179,597,273				99.41				7,051,552				0.59
Janice Fukakusa			1,177,393,622				99.22				9,255,203				0.78
Maureen Kempston Darkes			1,131,339,977				95.34				55,308,848				4.66
Frank J. McKenna			1,054,226,188				88.84				132,422,637				11.16
Hutham S. Olayan			1,181,582,738				99.57				5,066,087				0.43
Seek Ngee Huat			1,176,149,216				99.12				10,499,609				0.88
Diana L. Taylor			1,136,392,688				95.76				50,256,137				4.24

At the June 10, 2022 meeting of shareholders, the holder of Class B Shares voted all 85,120 Class B Shares for each of the eight directors nominated for election by this shareholder class, namely Messrs. Jeffrey M. Blidner, Jack L. Cockwell, Marcel R. Coutu, Bruce Flatt, Brian D. Lawson, Howard S. Marks, Rafael Miranda and Lord O’Donnell.

 

4.	Appointment of External Auditor

On recommendation of the Audit Committee, the Board proposes the reappointment of Deloitte LLP as the external auditor of the Corporation. Deloitte LLP, including the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates (collectively, “Deloitte”), is the principal external auditor of the Corporation and its Publicly Traded Subsidiaries (other than Brookfield Renewable Partners L.P.). Deloitte has served as the external auditor of the Corporation since 1971. The appointment of the external auditor must be approved by a majority of the votes cast by holders of Class A Shares who vote in respect of the resolution, and by the holder of Class B Shares, each voting as a separate class.

On any ballot that may be called for in the appointment of the external auditor, the management representatives designated on the form of proxy intend to vote such shares FOR reappointing Deloitte, an Independent Registered Public Accounting Firm, as the external auditor, and authorizing the directors to set the remuneration to be paid to the external auditor, unless the shareholder has specified on the form of proxy that the shares represented by such proxy are to be withheld from voting in relation to the appointment of the external auditor.

Principal Accounting Firm Fees

Aggregate fees billed to the Corporation and its subsidiaries for the fiscal year ended December 31, 2022 by Deloitte amounted to approximately $111 million, of which $106.8 million represented audit and audit-related fees. Fees reported for a particular year include differences between actual and planned amounts from the prior year, if applicable.

From time to time, Deloitte also provides consultative and other non-audit services to the Corporation, its subsidiaries and affiliates pursuant to an Audit and Non-Audit Services Pre-Approval Policy (the “Audit Policy”). The Audit Policy governs the provision of audit and non-audit services by the external auditor and is annually reviewed by the Audit Committee. The Audit Policy provides for the Audit Committee’s pre-approval of permitted audit, audit-related, tax and other non-audit services. It also specifies a number of services the provision of which is not permitted by the external auditor, including the use of the external auditor for the preparation of financial information, system design and implementation assignments.

 

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The following table sets forth further information on the fees billed by Deloitte to the Corporation and its subsidiaries on a consolidated basis for the fiscal years ended December 31, 2022 and December 31, 2021.

 

						2022												2021
$ millions		Brookfield      ($)				Subsidiaries of Brookfield ($)				Total      ($)				Brookfield      ($)				Subsidiaries of Brookfield ($)				Total      ($)
Audit			2.6				45.0				47.6				2.6				44.2				46.8
Audit-related			—				59.2				59.2				—				55.8				55.8
Tax			—				3.7				3.7				—				2.5				2.5
All other fees			—				0.5				0.5				—				0.2				0.2
Total fees			2.6				108.4				111.0				2.6				102.7				105.3

Audit fees include fees for services that would normally be provided by the external auditor in connection with statutory and regulatory filings or engagements, including fees for services necessary to perform an audit or review in accordance with generally accepted auditing standards. This category also includes services that generally only the external auditor reasonably can provide, including comfort letters, statutory audits, attest services, consents and assistance with and review of certain documents filed with securities regulatory authorities.

Audit-related fees are for assurance and related services, such as due diligence services, that traditionally are performed by the external auditor. More specifically, these services include, among other things: employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, attest services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards.

Tax fees are principally for assistance in tax return preparation and tax advisory services. All other fees include fees for translation, litigation and advisory support services.

The Audit Committee has received representations from Deloitte regarding its independence and has considered the relations described above in arriving at its determination that Deloitte is independent of the Corporation.

 

5.	Advisory Resolution on Approach to Executive Compensation

The Corporation believes that its compensation objectives and approach to executive compensation appropriately align the interests of management with the long-term interests of shareholders. Details of the Corporation’s approach to executive compensation is disclosed in the “Compensation Discussion and Analysis” beginning on page 56 of this Circular.

The Corporation has a policy providing that holders of Class A Shares have the opportunity to cast an advisory vote on the Corporation’s approach to executive compensation on an annual basis. This policy reflects the Corporation’s ongoing efforts to meet its objectives and ensure a high level of shareholder engagement.

The Board, with Messrs. Blidner, Flatt and Lawson abstaining, unanimously recommends that holders of Class A Shares vote in favour of the following advisory resolution (the “Say on Pay Resolution”):

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board, that the holders of Class A Limited Voting Shares accept the approach to executive compensation disclosed in this Circular.

On any ballot that may be called for on the Say on Pay Resolution, the management representatives designated on the form of proxy intend to cast the votes to which the shares represented by such proxy are entitled FOR the Say on Pay Resolution, unless the shareholder has specified in the form of proxy that the shares represented by such proxy are to be voted against the Say on Pay Resolution.

 

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2022 Results of the Advisory Resolution on the Corporation’s Approach to Executive Compensation

Below are the results of the vote of holders of Class A Shares on the advisory resolution on the Corporation’s Approach to Executive Compensation at the Annual Meeting of Shareholders held on June 10, 2022.

 

Votes For		%				Votes Against				%
1,079,090,475			90.94				107,558,345				9.06

Advisory Vote

The Say on Pay Resolution is an advisory vote and, accordingly, the results are not binding upon the Board. However, the Board and the Management Resources and Compensation Committee (“Compensation Committee”) of the Board will take the results of the vote into account when considering future compensation policies, procedures and decisions. The Board welcomes comments and questions on the Corporation’s executive compensation practices. Shareholders who wish to contact the Chair or other Board members can do so through the Corporate Secretary of the Corporation.

 

6.	Amendment to the Escrowed Stock Plan

The Escrowed Stock Plan was originally approved by the Board and shareholders in 2011. It is one of the Corporation’s long-term share ownership plans and is intended to incent and retain designated executives or other persons designated by the Board for an extended period and to further align their interests with those of other shareholders in a manner that is less dilutive than alternative long-term ownership plans, such as option plans.

The Escrowed Stock Plan governs the award of non-voting common shares (“Escrowed Shares”) of one or more private companies (each, an “Escrowed Company”) to executives or other individuals designated by the Board. Each Escrowed Company is capitalized with common shares and preferred shares issued to the Corporation for cash proceeds. Each Escrowed Company uses its cash resources to directly or indirectly purchase Class A Shares on the open market. Awards of Escrowed Shares typically vest 20% each year commencing on the first anniversary of the date of the award. On date(s) determined by the holders of the Escrowed Shares that are generally between the applicable vesting date and 10 years after the initial grant, the vested Escrowed Shares will be acquired by the Corporation in exchange for the issuance of Class A Shares from treasury, where the value of the Class A Shares being issued is equal to the increase in value of the Class A Shares held by the applicable Escrowed Company since the grant date of the Escrowed Shares. See “The Escrowed Stock Plan” on page 82 of this Circular for further details regarding the Escrowed Stock Plan.

The Board has approved an amendment to the Escrowed Stock Plan which requires shareholder approval at the meeting.

Under the current terms of the Escrowed Stock Plan, participants are either awarded Escrowed Shares or can elect to contribute Class A Shares to the Escrowed Company as consideration for the Escrowed Shares. In addition to those two existing options, the proposed amendment to the Escrowed Stock Plan will provide participants with another option: participants may alternatively contribute to an Escrowed Company a portion of existing Escrowed Shares received from previous grants (the “Contributed Escrowed Shares”) as consideration for the receipt of a grant of new Escrowed Shares (the “New Escrowed Shares”) from a different Escrowed Company (the “New Escrowed Company”). Although the Contributed Escrowed Shares will be held by the New Escrowed Company, participants who make this contribution will also receive Escrowed Shares from the New Escrowed Company that continue to track the value of the Contributed Escrowed Shares such that there is no change to the pricing, vesting, expiry date or other terms of the Contributed Escrowed Shares.

The Escrowed Stock Plan’s non-dilutive nature will also not be impacted by the amendment. As is the case under the current terms of the Escrowed Stock Plan, all Escrowed Shares (including Contributed Escrowed Shares) of an Escrowed Company will be exchanged for Class A Shares on or before the tenth anniversary of the initial grant date of such Escrowed Shares and, on a wind-up or merger of the Escrowed Company, the Corporation will be required to cancel at least that number of Class A Shares held by one or more Escrowed Companies that is equivalent to the number of Class A Shares that have been issued to holders of the Escrowed Shares of the Escrowed Company on exchanges (including exchanges made in respect of Contributed Escrowed Shares).

 

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Shareholder Approval

The proposed amendment to the Escrowed Stock Plan described above requires approval by a majority of the votes cast by holders of Class A Shares who vote in respect of this amendment and by the holder of Class B Shares, each voting as a separate class. The Board unanimously recommends that shareholders vote in favour of the resolution, the full text of which is set forth in Appendix C of this Circular, approving the amendment to the Escrowed Stock Plan (the “Escrowed Stock Plan Amendment Resolution”).

On any ballot that may be called for on the Escrowed Stock Plan Amendment Resolution, the management representatives designated on the form of proxy intend to cast the votes to which the shares represented by such proxy are entitled FOR the Escrowed Stock Plan Amendment Resolution, unless the shareholder has specified on the form of proxy that the shares represented by such proxy are to be voted against the Escrowed Stock Plan Amendment Resolution.

 

7.	BNRE Restricted Stock Plan

At the meeting, shareholders will be asked to consider and vote on a resolution, the full text of which is set forth in Appendix D of this Circular (the “BNRE Restricted Stock Plan Resolution”), approving the implementation by BNRE of a restricted stock plan (the “BNRE Restricted Stock Plan”) and permitting BNRE to award restricted stock grants thereunder to certain employees and service providers of BNRE. The BNRE Restricted Stock Plan constitutes a “security-based compensation arrangement” under the applicable TSX rules. The TSX rules require that BNRE obtain securityholder approval to implement the BNRE Restricted Stock Plan, and, because the Exchangeable Class A Shares were designed to be economically equivalent to the Class A Shares and remain exchangeable on a one-for-one basis into Class A Shares, the Restricted Stock Plan Resolution must be approved by the Corporation’s shareholders. The adoption of the BNRE Restricted Stock Plan is also conditional on the approval of the TSX and all other applicable regulatory authorities, as well as approval by (i) the board of directors of BNRE and (ii) a majority of the votes cast by the holders of Exchangeable Class A Shares and by the holders of class B shares of BNRE (“BNRE Class B Shares”), each voting as a separate class, who vote in respect of a resolution approving the BNRE Restricted Stock Plan at a meeting of the shareholders of BNRE. If these approvals are not obtained, the BNRE Restricted Stock Plan will not be implemented even if the BNRE Restricted Stock Plan Resolution is approved at the meeting.

Purpose of the BNRE Restricted Stock Plan

The Restricted Stock Plan is intended to provide designated executives and key employees of BNRE and designated executives and key employees of Brookfield that provide services to BNRE or its affiliates with compensation that will align their long-term interests with those of BNRE’s shareholders. Non-employee directors of BNRE will not be eligible to participate in the BNRE Restricted Stock Plan.

The Exchangeable Class A Shares to be issued under the BNRE Restricted Stock Plan (the “BNRE Restricted Shares”) will have the advantage of allowing participants to become shareholders of BNRE, receive distributions, exercise voting rights and to have full ownership of the Exchangeable Class A Shares after the restriction period ends. BNRE Restricted Shares will need to be held until the vesting date (or in certain jurisdictions until the fifth anniversary of the award date).

Exchangeable Class A Shares Reserved

The maximum number of Exchangeable Class A Shares that will be issuable under the BNRE Restricted Stock Plan is equal to 10% of the issued and outstanding Exchangeable Class A Shares and class A-1 exchangeable non-voting shares of BNRE (“BNRE Class A-1 Shares”) from time to time. As at April 20, 2023, there were 10,450,952 Exchangeable Class A Shares of BNRE and no BNRE Class A-1 Shares issued and outstanding and so BNRE expects that a maximum of approximately 1,045,095 Exchangeable Class A Shares will be available for issuance under the BNRE Restricted Stock Plan. BNRE Restricted Shares that have been cancelled or forfeited for any reason will become available for subsequent issuance under the BNRE Restricted Stock Plan. As a result, the BNRE Restricted Stock Plan is considered an evergreen plan pursuant to the rules of the TSX. The TSX requires that the Corporation’s shareholders approve all unallocated awards under the BNRE Restricted Stock Plan every three years.

 

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Summary of the BNRE Restricted Stock Plan

The following is a summary of the principal terms of the BNRE Restricted Stock Plan.

The number of Exchangeable Class A Shares that may be issuable to insiders of BNRE at any time, or issued in any one year to insiders of BNRE, under any of its security-based compensation arrangements cannot exceed in either case 10% of the issued and outstanding Exchangeable Class A Shares and BNRE Class B Shares; and no more than 5% of the issued and outstanding Exchangeable Class A Shares may be issued under these arrangements to any one person. In addition, the number of Class A Shares that may be issuable to insiders of the Corporation at any time, or issued in any one year to insiders of the Corporation, under any of its security-based compensation arrangements together with the BNRE Restricted Stock Plan cannot exceed in either case 10% of the issued and outstanding Class A Shares.

The board of directors of BNRE will administer the BNRE Restricted Stock Plan and determine the vesting period for each BNRE Restricted Share grant, which is expected to be 20% per year over five years commencing the first year after the grant. The BNRE Restricted Shares will not be transferable until they are vested and no longer subject to any hold periods under the BNRE Restricted Stock Plan, other than in the event of death or as otherwise approved by the board of directors of BNRE. No incremental entitlements will be triggered by a change in control of BNRE under the BNRE Restricted Stock Plan.

The BNRE Restricted Stock Plan will set out provisions regarding the forfeiture of BNRE Restricted Shares following a change in the employment status of a participant. In general, all vested BNRE Restricted Shares will remain outstanding, and all unvested BNRE Restricted Shares will be forfeited on, a participant’s termination date from BNRE or Brookfield, except as follows: in the event of termination for cause, all unvested BNRE Restricted Shares as well as vested BNRE Restricted Shares that remain subject to a hold period will be forfeited.

The BNRE Restricted Stock Plan will contain an amending provision setting out the types of amendments which can be approved without shareholder approval and those which require shareholder approval. Shareholder approval will be required for any amendment that increases the number of Exchangeable Class A Shares issuable under the BNRE Restricted Stock Plan, any amendment expanding the categories of eligible participants which may permit the introduction or reintroduction of non-employee directors of BNRE on a discretionary basis, any amendment to remove or exceed the insider participation limits, any amendment which would permit BNRE Restricted Shares to be transferable or assignable other than for normal estate planning purposes, any amendment which deletes or reduces the range of amendments requiring shareholder approval or other amendments required by law to be approved by shareholders. Shareholder approval will not be required for, among other matters, any amendment to the BNRE Restricted Stock Plan or any BNRE Restricted Share that is of a housekeeping or administrative nature, that is necessary to comply with applicable laws or to qualify for favourable tax treatment, that is to the vesting, termination or early termination provisions, and to suspend or terminate the BNRE Restricted Stock Plan.

The BNRE Restricted Stock Plan Resolution

 

The BNRE Restricted Stock Plan described above requires approval by a majority of the votes cast by the holders of Class A Shares who vote in respect of the BNRE Restricted Stock Plan Resolution and by the holder of the Class B Shares, each voting as a separate class. The Board has approved the adoption of the BNRE Restricted Stock Plan and unanimously recommends that shareholders vote in favour of the BNRE Restricted Stock Plan Resolution.

On any ballot that may be called for on the BNRE Restricted Stock Plan Resolution, the management representatives designated on the form of proxy intend to cast the votes to which the shares represented by such proxy are entitled FOR the BNRE Restricted Stock Plan Resolution, unless the shareholder has specified on the form of proxy that the shares represented by such proxy are to be voted against the BNRE Restricted Stock Plan Resolution.

 

8.	Shareholder Proposal

Shareholders will be asked to consider a shareholder proposal from the B.C. General Employees’ Union General Fund and the B.C. General Employees’ Union Strike Fund (together, the “Shareholder”) relating to tax transparency initiatives (the “Shareholder Proposal”), as more particularly described in Part Six of this Circular. The Board unanimously recommends that the shareholders vote against the Shareholder Proposal for the reasons set out in Part Six of this Circular.

 

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The Shareholder Proposal must be approved by a majority of the votes cast by the holders of Class A Shares who vote in respect of the proposal, and by the holder of Class B Shares, each voting as a separate class.

On any ballot that may be called in respect of a vote on the Shareholder Proposal, the management representatives designated on the form of proxy intend to vote such shares AGAINST the Shareholder Proposal, unless the shareholder has specified on the form of proxy that the shares represented by such proxy are to be voted for the Shareholder Proposal.

 

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PART THREE – STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Governance

The Corporation is committed to good corporate governance. As such, we aim to continue to strengthen Board and management accountability to maintain public trust in the Corporation, and promote the long-term interests of the Corporation and our shareholders.

 

Corporate Governance				Compensation
•  8 independent director nominees •  Separate Chair and CEO •  Private sessions of independent directors after each Board and committee meeting •  Only independent directors on Audit, Governance and Nominating, and Management Resources and Compensation Committees •  Risk oversight by the Board and the Risk Management and Audit Committees •  Oversight of environmental, social and governance matters •  Board and committee self-evaluations •  All directors attended approximately 99% of meetings held •  Robust Code of Business Conduct and Ethics •  Board Diversity Policy		Shareholder Rights		•  Executive compensation program with emphasis on long-term incentives where rewards are reflective of strong performance over time (described in more detail in the “Compensation Discussion and Analysis” section of this Circular) •  Director share ownership guidelines requiring directors to hold shares and share units having a value of at least 3 times their annual retainer •  Independent directors required to take 50% of their annual retainer in deferred share units, regardless of existing ownership •  Share retention policy of at least 5 times annual salary and post-exercise hold period requirements for executives •  Executives’ incentive awards/equity compensation subject to clawback •  Anti-hedging, short sale and pledging restrictions
		•   Annual election of directors
		•   Majority voting for directors
		•   Cumulative voting for directors
		•   Active shareholder engagement

The Corporation’s comprehensive corporate governance policies and practices are consistent with the guidelines for corporate governance adopted by Canadian Securities Administrators (“CSA”) and the TSX. The Corporation’s corporate governance practices and policies are also consistent with the requirements of the U.S. Securities and Exchange Commission, the listing standards of the NYSE and the applicable provisions under the U.S. Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes- Oxley Act”).

Board of Directors

Mandate of the Board

The Board oversees the management of the Corporation’s business and affairs directly and through four standing committees: Audit, Governance and Nominating, Management Resources and Compensation and Risk Management (each a (“Committee” and collectively, the “Committees”). The responsibilities of the Board and each Committee, respectively, are set out in written charters, which are reviewed and approved annually by the Board. All Board and Committee charters are posted on the Corporation’s website, https://bn.brookfield.com under “Corporate Governance.” The Board charter is also attached as Appendix A to this Circular.

The Board is responsible for:

 

•

overseeing the Corporation’s long-term strategic planning process and reviewing and approving its annual business plan;

 

•

safeguarding shareholders’ equity interests through the optimum utilization of the Corporation’s capital resources;

 

•

promoting effective corporate governance;

 

•

overseeing the Corporation’s environmental, social and governance (“ESG”) program and related practices;

 

•

overseeing management’s approach to managing the impact of key risks facing the Corporation;

 

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•

reviewing major strategic initiatives to determine whether management’s proposed actions accord with long-term corporate goals and shareholder objectives;

 

•

assessing management’s performance against approved business plans;

 

•

appointing the Chief Executive Officer (the “CEO”), overseeing the CEO’s selection of other members of senior management and reviewing succession planning; and

 

•

reviewing and approving the reports issued to shareholders, including annual and interim financial statements.

Expectations of Directors

The Board has adopted a charter of expectations for directors (the “Charter of Expectations”), which sets out the Corporation’s expectations for personal and professional competencies, share ownership, meeting attendance, conflicts of interest, changes of circumstance, and resignation events. Directors are expected to bring any potential conflict of interest to the attention of the Chair or a Committee Chair in advance, and refrain from voting on such matters. Directors are also expected to submit their resignations to the Chair if: (i) they become unable to attend at least 75% of the Board’s regularly scheduled meetings or (ii) if they become involved in a legal dispute, regulatory or similar proceedings, take on new responsibilities, or experience other changes in personal or professional circumstances that could adversely affect the Corporation or their ability to serve as a director. The Charter of Expectations is reviewed annually and a copy is posted on the Corporation’s website, https://bn.brookfield.com under “Corporate Governance.”

Meetings of the Board

The agenda for each Board meeting is set by the Chair, in consultation with the CEO, Chief Financial Officer (the “CFO”) and Corporate Secretary, before circulation to the full Board.

The Board meets at least twice each quarter: once to review and approve the Corporation’s quarterly earnings and consider dividend payments and once to review specific items of business, including transactions and strategic initiatives. The Board holds additional meetings as necessary to consider special business. The Board also meets once a year to review the Corporation’s annual business plan and long-term strategy.

In 2022, there were eight regularly scheduled Board meetings. In addition, the annual strategy session was held in December 2022.

Eight regular meetings and one strategy session are scheduled for 2023.

Meetings of Independent Directors

Private sessions of the independent directors without management and affiliated directors present are held at the end of each regularly scheduled and special Board meeting, as well as at the end of the annual strategy session. Each private session of the Board is chaired by the Chair, who reports back to the CEO on any matters requiring action by management. There were eight private meetings of independent directors during 2022.

Private sessions of the Committees without management and affiliated directors present are also held after each committee meeting, chaired by the respective Committee Chair, who reports back to an appropriate executive on any matters requiring action by management.

Independent Directors

The Board has a policy that the Chair and at least a majority of its directors are independent in order to ensure that the Board operates independent of management and effectively oversees the conduct of management. The Corporation obtains information from its directors annually to determine their independence. The Board decides which directors are considered to be independent based on the recommendation of the Governance and Nominating Committee of the Board (the “Governance Committee”), which evaluates director independence based on the guidelines set forth under applicable securities laws.

 

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In this process, the Board conducts an analysis of each director nominee to determine if they are an affiliated director (all director nominees who are also current members of management are, by definition, affiliated directors) or an independent director.

The following table shows the directors standing for election at the meeting and whether each nominee will be an Independent^(a), Affiliated^(b) or Management^(c) director.

 

		Independent		Affiliated		Management		Reason for Affiliated or Management Status
M. Elyse Allan		✓
Jeffrey M. Blidner				✓		✓		Mr. Blidner is a Vice Chair of the Corporation
Angela F. Braly		✓
Jack L. Cockwell				✓				Mr. Cockwell is a shareholder and director of BAM Partners, and
								the Chairman of Brookfield Partners Foundation
Maureen Kempston Darkes		✓
Bruce Flatt				✓		✓		Mr. Flatt is the CEO of the Corporation
Janice Fukakusa		✓
Brian D. Lawson				✓		✓		Mr. Lawson is a Vice Chair of the Corporation
Howard S. Marks				✓				Mr. Marks is the Co-Chairman of Oaktree Capital Group
Frank J. McKenna		✓
Rafael Miranda		✓
Lord O’Donnell				✓				Lord O’Donnell serves as a senior advisor to the Corporation in Europe
Hutham S. Olayan		✓
Diana L. Taylor		✓

 

(a)	“Independent” refers to the Board’s determination of whether a director nominee is “independent” under Section 1.2 of National Instrument 58-101 — Disclosure of Corporate Governance Practices.

(b)

“Affiliated” refers to a director nominee who (a) owns greater than a de minimis interest in the Corporation (exclusive of any securities compensation earned as a director) or (b) within the last two years has directly or indirectly (i) been an officer of or employed by the Corporation or any of its affiliates, (ii) performed more than a de minimis amount of services for the Corporation or any of its affiliates, or (iii) had any material business or professional relationship with the Corporation other than as a director of the Corporation.“De minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in the Corporation to themselves and to the Corporation.

(c)	“Management” refers to a director nominee who is a current member of management of the Corporation.

The Board considers that the eight directors listed as “Independent” above (approximately 57% of the Board) are independent.

Term Limits and Board Renewal

The Governance Committee leads the effort to identify and recruit candidates to join the Board. In this context, the Governance Committee’s view is that the Board should reflect a balance between the experience that comes with longevity of service on the Board and the need for renewal and fresh perspectives.

The Governance Committee does not support a mandatory retirement age, director term limits or other mandatory Board turnover mechanisms because its view is that such policies are overly prescriptive; therefore, the Corporation does not have term limits or other mechanisms that compel Board turnover. The Governance Committee does believe that periodically adding new voices to the Board can help the Corporation adapt to a changing business environment and Board renewal continues to be a priority.

The Governance Committee reviews the composition of the Board on a regular basis in relation to approved director criteria and skill requirements and recommends changes as appropriate to renew the Board (see the “Governance and Nominating Committee” section in this Statement of Corporate Governance Practices for further information on the Corporation’s process to identify candidates for election to the Board). Assuming all 14 director nominees are elected at the meeting, four new directors will have joined the Board over the past five years, which represents a turnover of 25% of a Board set at 16 directors. The Board tenure profile of the Corporation is set out below.

 

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Board Diversity Policy

Brookfield is committed to enhancing the diversity of the Board. The Corporation’s deep roots in many global jurisdictions inform its perspective on diversity and the Corporation’s view is that its Board should reflect a diversity of backgrounds relevant to its strategic priorities. This includes (but is not limited to) such factors as diversity based on gender, race and ethnicity, as well as diversity of business expertise and international experience.

To achieve the Board’s diversity goals, it has adopted the following written policy:

 

•

Board appointments will be based on merit, having due regard for the benefits of diversity on the Board, so that each nominee possesses the necessary skills, knowledge and experience to serve effectively as a director;

 

•

In the director identification and selection process, diversity on the Board, including the factors referenced above, will influence succession planning and be a key criterion in identifying and nominating new candidates for election to the Board; and

 

•

The Board has an ongoing gender diversity target of ensuring at least 30% of directors are women.

The Board increasingly reflects a diversity of gender, ethnic and racial backgrounds. Of the nine independent directors and 15 total number of directors currently on the Board, six directors are women (all are independent directors and all six are standing for re-election). If the Special Resolution to decrease the number of directors is approved and all of the 14 director nominees are elected at the meeting, there will be six women on the Board, or 75% of the independent directors on the Board and approximately 43% of the entire Board, as shown in the gender and diversity metrics table below for the director nominees:

 

Women on the Board
Number(a)		Percentage		Minimum Target		Target Met
				Percentage
6		43%		30%		Met

 

(a)	Of the six directors set out above, two self-identify as ethnically diverse, which represents approximately 14% of the Board.

 

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The Governance Committee is responsible for implementing the Board diversity policy, monitoring progress towards the achievement of its objectives and recommending to the Board any necessary changes that should be made to the policy.

Director Share Ownership Guidelines

The Charter of Expectations sets forth share ownership requirements of directors, which are in place because the Corporation believes that directors can better represent shareholders if they have economic exposure to the Corporation themselves. The Corporation requires that each director hold Class A Shares, Exchangeable Class A Shares, Restricted Shares and/or DSUs in the Corporation having, in the aggregate, a value equal to at least three times the director’s annual retainer fee (the “Annual Retainer”), as determined by the Board from time to time. New directors have five years from the date of joining the Board to achieve this minimum economic ownership requirement. Independent Directors are required to take one-half of their Annual Retainer in the form of DSUs.

Director Orientation

The Corporation’s director orientation program consists of private educational sessions with members of senior management and a comprehensive orientation package. These sessions include information on the Corporation’s various businesses, its culture, its corporate governance practices, its approach to ESG matters and risk management, as well as information regarding the Board and Committee framework in place to manage the Corporation’s affairs and oversee management. Each new director is informed of the expectations that will be placed on them and the commitment they will be asked to make to the Corporation.

Director Education and Site Visits

The Corporation provides regular continuing education for directors. Time is set aside at all regularly scheduled Board meetings for presentations on different areas of the Corporation’s businesses, led by executives responsible for or familiar with these operations. On a rotating basis, directors are provided with an in-depth analysis of a business unit of the Corporation in order to further educate the directors about Brookfield. Directors also receive presentations on new developments and trends in corporate governance and director fiduciary duties as appropriate.

Director dinners, with select management present, are held before or immediately following all regularly scheduled Board meetings, and director education is provided at these dinners by way of presentations on areas relevant to Brookfield’s businesses. These dinners increase director knowledge of various business activities and initiatives. Often more junior executives are invited to Board dinners in order to provide directors with exposure to “high potential” executives and better enable the Board to assess the Corporation’s bench strength from a succession standpoint.

The Corporation’s quarterly Board materials include a general market report which incorporates detailed information on developed and emerging economies. As well, throughout the course of the year the directors are privy to a number of educational sessions as part of the Board and committee meetings. In 2022 for example, sessions included the following topics to name a few: technology investing and lottery services, life science and biotechnology properties, semiconductor manufacturing, ESG with a focus on climate change initiatives, carbon emission reductions, governance and cybersecurity risk management.

In addition, the Board has an established practice of organizing off-site visits to the Corporation’s business operations in key markets outside Toronto and New York, where regularly scheduled Board meetings are normally held. These off-site visits are designed to provide an opportunity for directors to learn about the Corporation’s major businesses by viewing the operations firsthand and meeting in person with local management. In 2022, certain directors participated in off-sites where they visited some of our larger operating businesses firsthand. In September 2022, certain directors travelled to Oregon, U.S. to visit the Shepherds Flat wind repowering site. The visit included a tour of Shepherds Flat’s operating facilities and an overview of the Shepherds Flat acquisition and assets. The directors were accompanied by members of our local management teams, including senior investment professionals. In December 2022, certain directors travelled to Brazil to visit Brookfield’s business operations in the region, specifically the operations of four portfolio companies including a solar energy plant, water and waste platform, and Fleetwood transport company. These off-sites provided the directors with an opportunity to meet with local management teams, community and business leaders, and deepened their understanding of the Corporation’s operations in Brazil and Oregon, respectively. The next full Board off-site visit is scheduled to occur in the Fall of October 2023.

 

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Director Commitments

The Governance Committee monitors the demands placed on each director’s time and attention outside of their service on the Board. This includes, among other things, reviewing the number of other public company boards that a director sits on to ensure that no director has excessive commitments to other public companies that may result in a reduced ability for the director to provide effective oversight as a Board member. In this regard, each director is required to notify the Chair prior to accepting a directorship at another public company.

The view of the Governance Committee is that a policy limiting the number of other public company boards that a director can sit on is overly prescriptive and would unnecessarily limit our pool of candidate directors. Instead, the Governance Committee’s philosophy is to consider all outside commitments of a director in context and make a determination whether each director is able to serve effectively on behalf of the Corporation’s shareholders. The Governance Committee has determined that all director nominees are able to devote the time and attention required to provide effective oversight as a Board member.

Interlocking Directorships

The Governance Committee monitors interlocking board and committee memberships among all directors. Board interlocks exist when two directors of one public company sit on the board of another company and committee interlocks exist when two directors sit together on another board and are also members of the same board committee. In March 2023, the Governance Committee determined that there were no board or committee interlocks.

Committees of the Board

The four standing Committees of the Board assist in the effective functioning of the Board and help ensure that the views of independent directors are effectively represented:

 

•

Audit Committee;

 

•

Governance and Nominating Committee;

 

•

Management Resources and Compensation Committee; and

 

•

Risk Management Committee.

The responsibilities of these Committees are each set out in written Charters, which are reviewed and approved annually by the Board. The Charter of each Committee, which includes the position description of its respective Committee Chair, can be found on the Corporation’s website, https://bn.brookfield.com under “Corporate Governance.” It is the Board’s policy that all Committees, except the Risk Management Committee, must consist entirely of independent directors. The Risk Management Committee must not include any current members of management. Special committees may be formed from time to time to review particular matters or transactions. While the Board retains overall responsibility for corporate governance matters, each standing Committee has specific responsibilities for certain aspects of corporate governance in addition to its other responsibilities, as described below.

Audit Committee

The Audit Committee is responsible for monitoring the Corporation’s systems and procedures for financial reporting and associated internal controls, and the performance of the Corporation’s external and internal auditors. It is responsible for reviewing certain public disclosure documents before their approval by the full Board and release to the public, such as the Corporation’s quarterly and annual financial statements and management’s discussion and analysis. The Audit Committee is also responsible for recommending the independent registered public accounting firm to be nominated for appointment as the external auditor, and for approving the assignment of any non-audit work to be performed by the external auditor, subject to the Audit Committee’s Audit Policy. The Audit Committee meets regularly in private session with the Corporation’s external

 

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auditor and internal auditors, without management present, to discuss and review specific issues as appropriate. The Audit Committee met eight times in 2022.

In addition to being independent directors as described above, all members of the Audit Committee must meet an additional “independence” test under Canadian securities laws and the Sarbanes-Oxley Act, in that their directors’ fees must be and are the only compensation they receive, directly or indirectly, from the Corporation. Further, the Audit Committee requires that all its members disclose any form of association with a present or former internal or external auditor of the Corporation to the Board for a determination as to whether this association affects the independent status of the director.

As at April 20, 2023, the Audit Committee was comprised of the following three directors: Ms. Janice Fukakusa (Chair), Ms. Angela F. Braly, and Mr. Rafael Miranda. The Board has determined that all of these directors are independent for Audit Committee service and financially literate, and that Ms. Fukakusa is qualified as a “designated financial expert.” Ms. Fukakusa is the former Chief Administrative Officer and Chief Financial Officer of Royal Bank of Canada, positions she held for approximately ten years. Ms. Braly is the former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc., and she currently serves on the audit committee of The Procter and Gamble Company. Mr. Miranda is the retired CEO of Endesa, S.A., the largest electronic utility company in Spain, and in this capacity oversaw the preparation of financial statements for Endesa, S.A. Mses. Fukakusa and Braly, and Messrs. Miranda and Coutu (until December 2022) were members of the Audit Committee during 2022.

For more information about the Audit Committee as required by Part 5 of National Instrument 52-110 — Audit Committees (“NI 52-110”), see “Audit Committee Information” on pages 42 of the Corporation’s Annual Information Form for the year ended December 31, 2022 (the “AIF”) which is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

Governance and Nominating Committee

It is the responsibility of the Governance Committee, in consultation with the Chair, to assess from time to time the size and composition of the Board and its Committees; to review the effectiveness of the Board’s operations and its relations with management; to assess the performance of the Board, its Committees and individual directors; to review the Corporation’s statement of corporate governance practices; and to review and recommend the directors’ compensation. The Governance Committee met four times in 2022.

The Board has in place a formal procedure for evaluating the performance of the Board, its Committees and individual directors – the Governance Committee reviews the performance of the Board, its Committees and the contribution of individual directors on an annual basis (see the “Board, Committee and Director Evaluation” section in this Statement of Corporate Governance Practices for further information on the annual director evaluation process).

The Governance Committee is responsible for reviewing the credentials of proposed nominees for election or appointment to the Board and for recommending candidates for Board membership, including the candidates proposed to be nominated for election to the Board at the annual meeting of shareholders. To do this, the Governance Committee maintains an “evergreen” list of candidates to ensure outstanding candidates with needed skills can be quickly identified to fill planned or unplanned vacancies. Candidates are assessed in relation to the criteria established by the Board to ensure that the Board has the appropriate mix of talent, quality, skills, diversity, perspectives and other requirements necessary to promote sound governance and Board effectiveness.

The Governance Committee reviews, at least once a year, the composition of the Committees to ensure that Committee membership complies with the relevant governance guidelines, that the workload for independent directors is balanced, and that Committee positions are rotated as appropriate. In doing so, the Governance Committee consults with the Chair and makes recommendations to the Board, which appoints Committee members.

The Governance Committee is responsible for overseeing the Corporation’s approach to ESG matters which includes a review of the Corporation’s current and proposed ESG initiatives and any material disclosures regarding ESG matters.

In addition, on an annual basis, the Governance Committee reviews and recommends for approval to the Board, a number of the Corporation’s conduct guidelines and corporate policies, including the Code of Business Conduct and Ethics (the “Code”)

 

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and guidelines which apply to the Corporation’s investment and capital markets activities, including the thresholds and other criteria governing when such activities can be approved by management and when Board approval is required.

As at April 20, 2023, the Governance Committee was comprised of the following three directors: Mr. Frank J. McKenna (Chair), Mr. Seek Ngee Huat and Ms. Diana L. Taylor, all of whom are independent directors. Mr. McKenna also serves as the Board’s Chair. Messrs. McKenna and Seek and Ms. Taylor were members of the Governance Committee throughout 2022.

Management Resources and Compensation Committee

The Compensation Committee is responsible for reviewing and reporting to the Board on management resource matters, including ensuring a diverse pool for succession planning, the job descriptions and annual objectives of senior executives, the form of executive compensation in general including an assessment of the risks associated with the compensation plans, and the levels of compensation of the CEO and other senior executives. The Compensation Committee also reviews the performance of senior management against written objectives and reports thereon. In addition, the Compensation Committee is responsible for reviewing any allegations of workplace misconduct claims that are brought to the Committee’s attention through the Corporation’s ethics hotline, a referral from the Corporation’s human resources department, or the Risk Management Committee. The Compensation Committee met three times in 2022.

All members of the Compensation Committee meet the standard director independence test in that they have no relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of their independent judgment.

The Board has also adopted a heightened test of independence for all members of the Compensation Committee, which entails that the Board has determined that no Compensation Committee member has a relationship with senior management that would impair the member’s ability to make independent judgments about the Corporation’s executive compensation. This additional independence test complies with the test in the listing standards of the NYSE. Additionally, the Compensation Committee evaluates the independence of any advisor it retains in order to comply with the aforementioned NYSE listing standards. The Board has adopted its own governance policy that not more than one-third of the members of the Compensation Committee may be current chief executive officers of a publicly traded entity.

As at April 20, 2023, the Compensation Committee was comprised of the following three directors: Ms. Diana L. Taylor (Chair), Mr. Rafael Miranda, and Ms. Maureen Kempston Darkes, all of whom meet the additional criteria for independence described in the paragraph above. None of the Compensation Committee members is currently the chief executive officer of a publicly traded entity. Mses. Taylor and Kempston Darkes, and Mr. Coutu (until December 2022) were members of the Compensation Committee during 2022.

Risk Management Committee

The Risk Management Committee is responsible for monitoring the Corporation’s financial and non-financial risk exposures, including market, credit, operational, reputational, litigation and regulatory, fraud, bribery and corruption, health, safety and the environment, strategic, systemic and business risks, and the steps senior management has taken to monitor and control such risk exposures. The Committee regularly reports to the Board on its proceedings and any significant matters that it has addressed. The Risk Management Committee met four times in 2022.

As at April 20, 2023, the Risk Management Committee was comprised of the following three directors: Mses. Maureen Kempston Darkes (Chair), M. Elyse Allan, and Hutham S. Olayan, all of whom are independent directors. Mses. Kempston Darkes, Allan and Olayan were members of the Risk Management Committee throughout 2022.

Reporting

Each Committee Chair provides a report to the Board following a meeting of their committee. A committee’s report to the Board provides a review of the matters that came before the committee during its meeting and a summary of any decisions that the Committee made. Additionally, as part of the committee’s report, the committee will recommend any resolutions that it proposes for adoption by the Board. On an annual basis, each committee provides a report to shareholders highlighting its work and achievements during the prior year.

 

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Board, Committee and Director Evaluation

The Board believes that a regular and formal process of evaluation improves the performance of the Board as a whole, the Committees and individual directors. Each year, a survey is sent to independent directors inviting comments and suggestions on areas for improving the effectiveness of the Board and its Committees. The results of this survey are reviewed by the Governance Committee, which makes recommendations to the Board as required. Each independent director also receives a self-assessment questionnaire and all directors are required to complete a skill-set evaluation which is used by the Governance Committee for planning purposes.

The Chair holds private interviews with each non-management director annually to discuss the operations of the Board and its Committees, and to provide any feedback on the individual director’s contributions. This interview process also includes a peer review, where each director is asked to provide feedback to the Chair on the performance of their colleagues on the Board. The Chair reports on these interviews to the Governance Committee as a basis for recommending to the Board measures to improve individual director performance and the overall effectiveness of the Board.

Board and Management Responsibilities

Separate Chair and CEO

The Corporation formally separates the positions of Chair and CEO and reserves the Chair position for an independent director. The Chair is Mr. Frank McKenna, an independent director, and the CEO is Mr. Bruce Flatt. The Board has adopted written position descriptions for each of the Chair and CEO, which are summarized below, as well as position descriptions for each committee chair. These position descriptions are reviewed annually by the Board and posted on the Corporation’s website, https://bn.brookfield.com under “Corporate Governance.”

The Chair manages the business of the Board and ensures that the functions identified in the Board’s Charter are being carried out effectively by the Board and its Committees. In addition, the Chair is responsible for: approving the agenda for each Board meeting after consultation with the CEO, CFO and Corporate Secretary; ensuring directors receive the information required to perform their duties; ensuring an appropriate committee structure is in place; providing an evaluation system to assess the performance of the Board as a whole, the Committees and individual directors; and working with the CEO and senior management of the Corporation in monitoring progress on strategic planning, policy implementation and succession planning. The Chair also presides over all private sessions of the independent directors of the Board that take place following each Board meeting and is responsible for ensuring that matters raised during these meetings are reviewed with management and acted upon.

The CEO provides leadership to the Corporation and, subject to approved policies and direction by the Board, manages the business and affairs of the Corporation and oversees the execution of its strategic plan. In addition, the CEO is responsible for the following functions: presenting to the Board for approval an annual strategic plan for the Corporation; presenting to the Board for approval the Corporation’s capital and operating plans on an ongoing basis; acting as the primary spokesperson for the Corporation; presenting to the Board for approval an annual assessment of senior management and succession plans; appointing or terminating senior executives of the Corporation; setting the direction for the Corporation’s approach to ESG within its corporate and asset management activities; and, together with the CFO, establishing and maintaining controls and procedures appropriate to ensure the accuracy and integrity of the Corporation’s financial reporting and public disclosures.

Management’s Relationship to the Board

The Corporation’s senior management team reports to and is accountable to the Board. Members of management attend Board meetings at the invitation of the Chair and committee meetings at the invitation of the respective Committee Chairs.

The information provided by management to directors is critical to Board effectiveness. In addition to the reports presented to the Board and its Committees at meetings, the directors are also kept informed by management on a timely basis of corporate developments and key decisions taken by management in pursuing corporate objectives. The directors annually evaluate the quality, completeness and timeliness of information provided by management to the Board.

 

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Strategic Planning

The Board oversees the Corporation’s strategy of being focused on deploying its capital, allocated across our three businesses of asset management, insurance solutions and our operating businesses, on a value basis and compounding it over the long term. To facilitate this strategy, the Corporation develops an annual business plan to ensure the compatibility of shareholder, Board and management views on the Corporation’s strategic direction and performance targets, and the effective use of shareholder capital. The Board meets once a year at an annual strategy session to review the strategic initiatives and annual business plan submitted by senior management.

At the Board’s annual strategy session, the Board reviews the Corporation’s business model, which is to deploy capital across its existing businesses and utilize its global reach to identify the next high quality, market leading business to acquire, and then seek to enhance the cash flows and values of these assets and businesses through established operating business groups. The Corporation’s strategic plan is designed to achieve attractive long-term total returns for shareholders while minimizing risk and enhancing value across our various stakeholder groups in the best interests of the Corporation. At the annual strategy session, the Board evaluates the strategic plan and management’s annual accomplishments versus the corporate objectives set forth in the plan.

The Board must approve the annual business plan, which provides a mandate for senior management to conduct the affairs of the Corporation within the terms of the plan. This occurs in December of each year, where the Board reviews and provides input into management’s business plan for the coming year. Material deviations from the approved annual business plan are reported to and considered by the Board.

Time is spent at each Board meeting discussing the Corporation’s strategy with management in the context of corporate opportunities and strategic initiatives across the organization. On a quarterly basis, the Board reviews the current global economic climate as applicable to Brookfield and its businesses, in the event that adjustments to the Corporation’s strategy may be considered.

Risk Management Oversight

Managing risk is an integral part of the Board’s activities. The Corporation has established a risk management framework for managing risks across the organization and the Board has overseen the development of a disciplined and focused approach to risk management.

Given the diversification and scope of Brookfield’s operations, the Corporation seeks to ensure that risk is managed as close to its source as possible, and by management teams that have direct and ongoing knowledge and expertise in the business or risk area. As such, business specific risks are generally managed at the business unit level, as the risks vary based on its unique business and operational characteristics. At the same time, the Corporation utilizes a coordinated approach to risks with the potential to impact Brookfield’s business as a whole, as well as risks that tend to be more pervasive and correlated in their impact across the organization. A coordinated approach is also emphasized where management can bring together specialized knowledge to better manage such risks.

At least quarterly, management reports to the Board and its Committees on developments and progress made on strategies for managing key risks.

The Board has governance oversight for risk management with a focus on the more significant risks facing the Corporation, and builds upon management’s risk assessment processes. The Board has delegated responsibility for the oversight of specific categories of risks to its Committees as follows:

Audit Committee

Oversees the management of risks related to Brookfield’s systems and procedures for financial reporting, as well as for associated audit processes (both internal and external). Part of the Audit Committee’s responsibilities is the review and approval of the internal audit plan, which is designed to ensure alignment with risk management activities and organizational priorities.

 

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Governance and Nominating Committee

Oversees the risks related to Brookfield’s governance structure, including the effectiveness of Board and Committee activities and potential conflicts of interest.

Management Resources and Compensation Committee

Oversees the risks related to Brookfield’s management resource matters, including succession planning, executive compensation, and the job descriptions and annual objectives of senior executives, as well as performance against those objectives.

Risk Management Committee

Oversees the management of Brookfield’s significant financial and non-financial risk exposures and reviews risk management practices with management to assess the effectiveness of efforts to mitigate key organizational risks, as well as confirm that the Corporation has an appropriate risk taking philosophy and suitable risk capacity.

Environmental, Social and Governance Management

ESG at Brookfield

Our business philosophy is based on our conviction that acting responsibly toward our stakeholders is foundational to operating a productive, profitable and sustainable business, and that value creation and sustainable development are complementary goals. This view has been underpinned by what we have learned throughout our 100+ year heritage as an owner and operator of long-term assets, many of which form the backbone of the global economy. Our long-term focus lends itself to robust ESG programs throughout our businesses and underlying operations, which has always been a key priority for us.

While ESG principles have always been embedded in how we run our business, we formalized our approach with the publication of Brookfield’s ESG principles in 2016. In 2022, we developed a global ESG Policy incorporating our practices related to operationalizing our ESG principles. This document codifies our longstanding commitment to integrating ESG considerations into our decision-making and day-to-day asset management activities. This policy is reviewed annually and updated on an as-needed basis by senior executives at Brookfield as well as each of Brookfield’s business groups.

 

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Our ESG policy outlines our approach to ESG which is based on the following guiding principles:   Mitigate the impact of our operations on the environment:   –   Strive to minimize the environmental impact of operations and improve our efficient use of resources over time   –   Support the goal of net-zero greenhouse gas (“GHG”) emissions by 2050 or sooner   Ensure the well-being and safety of employees:   –   Foster a positive work environment based on respect for human rights, valuing diversity, and having zero tolerance for workplace discrimination, violence or harassment   –   Operate with leading health and safety practices to support the goal of zero serious safety incidents   Uphold strong governance practices:   –   Operate to the highest ethical standards by conducting business activities in accordance with the Code   –   Maintain strong stakeholder relationships through transparency and active engagement   Be good corporate citizens:   –   Ensure the interests, safety and well-being of the communities in which we operate are integrated into our business decisions   –   Support philanthropy and volunteerism by our employees		ESG Governance   Robust ESG programs throughout our businesses and underlying operations has always been a key priority. Brookfield understands that good governance is essential to sustainable business operations. Brookfield’s Board of Directors, through its Governance and Nominating Committee, has ultimate oversight of Brookfield’s ESG strategy and receives regular updates on the Corporation’s ESG initiatives throughout the year. Brookfield’s ESG programs are supported by senior executives and experts within our asset management business, who are charged with primary accountability for driving ESG initiatives based on business imperatives, industry developments and best practices. This model facilitates the ability to leverage Brookfield’s extensive industry and operational expertise and align our ESG priorities. In each case, our ESG initiatives are supported by asset management professionals from each of these constituencies.   ESG Integration into the Investment Process   During the initial due diligence phase of an investment, we proactively identify material ESG risks and opportunities relevant to the particular asset. We leverage our investment and operating expertise and utilize Brookfield’s ESG Due Diligence Guidelines which may include the incorporation of the engagement guide published by the Sustainability Accounting Standards Board guidance. In 2022, we enhanced our ESG Due Diligence Guidelines with the addition of a comprehensive climate change risk assessment. We have also added a separate human rights and modern slavery risk assessment to our ESG Due Diligence Guidelines with the objective of mitigating the risks of modern slavery and human rights violations, including within supply chains. Where appropriate, we perform deeper due diligence, working with internal experts and third-party advisors as needed.

All investments made by our asset management business must be approved by the applicable investment committee, which makes its decision based on a set of guidelines. To facilitate this, investment teams outline for the committee all material information concerning the investment, including (among other things) the merits of the transaction and material risks, mitigants and opportunities for improvement, which include opportunities and risks relating to bribery and corruption risks, health and safety risks, and environmental, social, and other ESG considerations.

As part of each acquisition, investment teams create a tailored integration plan that includes, among other things, material ESG-related matters for review or execution. Brookfield looks to advance ESG initiatives and improve ESG performance to drive long-term value creation, as well as to manage any associated risks. We have witnessed and continue to see a strong correlation between managing these considerations and enhancing investment returns. It is the responsibility of the management teams within each portfolio company to manage ESG risks and opportunities through the investment’s life cycle, supported by the applicable investment team. The combination of having local accountability and expertise in tandem

 

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with Brookfield’s investment and operating capabilities is important when managing a wide range of asset types across jurisdictions.

When preparing an asset for divestiture, we create robust business plans outlining potential value creation deriving from several different factors, including ESG considerations. We also prepare both qualitative and quantitative data that summarize the ESG performance of the investment and provide a holistic understanding of how Brookfield has managed the investment.

Below is a summary of some of the ESG initiatives that we undertook in 2022. For additional information, please refer to Brookfield’s latest ESG report.

Environmental

Climate change mitigation and adaptation continues to be a key area of focus and Brookfield has made progress in a number of areas.

TCFD Alignment

Since becoming supporters of the Task Force on Climate-related Financial Disclosures (“TCFD”) in 2021, Brookfield has made progress on aligning with the TCFD’s recommended disclosures. Over the last year, we completed a climate risk management review to better understand the physical and transition risk and opportunities profile across our businesses. We are leveraging those results to identify improvement opportunities in approaching climate change mitigation and adaptation and continue to work to integrate those considerations into Brookfield’s asset management business, as well as its operating businesses and portfolio companies. Brookfield’s climate risk management methodology is aligned with the TCFD’s recommendations, and we are working towards publishing our inaugural 2022 TCFD report in the first half of 2023.

Commitment to Net Zero

Brookfield has become a signatory to the Net Zero Asset Managers initiative (“NZAM”), to further our commitment to support the transition to a net zero carbon economy. NZAM is a group of international asset managers committed to supporting the goal of net zero GHG emissions by 2050 or sooner. To fulfill this commitment, our asset management business is commencing to take account of emissions, prioritize emissions reductions across Brookfield’s businesses, and work towards publishing disclosures in line with the recommendations of the TCFD.

In 2022, we submitted our 2030 net zero interim target, setting out our commitment to reduce emissions by two- thirds by 2030 across $147 billion (approximately one-third) of our assets under management (“AUM”) from a 2020 base-line year.¹

An integral part of Brookfield’s net zero commitment is the allocation of capital towards climate solutions. Our interim emissions target is comprised of assets across our businesses, including real estate, infrastructure, private equity, and renewable power and transition. In setting our interim target, we focused on investments where:

 

i.

We have control and therefore sufficient influence over the outcomes;

 

ii.

We could identify and implement actionable initiatives in the near term, and;

 

iii.

We assessed it to be value accretive to do so over the life of the investment.

Our intention is to increase the proportion of assets to be managed in line with net zero annually or as frequently as possible, consistent with our ambition to reach 100% over time. Our net-zero interim target includes Scope 1 and 2 emissions of Brookfield’s portfolio companies or otherwise the majority of “financed emissions”.²

To support our progress towards achieving our net-zero ambition, our focus over the past year has been on building teams and devoting additional resources to facilitate the development of credible decarbonization plans across all assets under management. In undertaking this work, we will focus our net-zero efforts on investments where we have the best opportunity to achieve measurable positive outcomes.

 

 

1	Expressed as a percentage of total AUM excluding Oaktree Capital Management.

2	Excludes Scope 3 emissions in investments where Brookfield does not have control.

 

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In addition to the work that we are undertaking with our existing assets, we recently launched Brookfield Global Transition Fund (“BGTF”), which is the largest of its kind in the world with $15 billion dedicated to accelerating the global transition to net zero. BGTF is an important component of our net-zero strategy and will pursue opportunities only where we can make measurable positive impact, including through the development of additional clean power capacity or decarbonizing carbon-intensive businesses.

Social

Diversity, Equity and Inclusion

We recognize that our success depends upon the quality, capabilities and commitment of our people across our businesses. Developing our over 2,500 investment and asset management employees and ensuring their continued engagement is therefore one of our top priorities. We aim to create an environment that is built on strong relationships and conducive to developing our workforce, and where individuals from diverse backgrounds can thrive. In 2022, we continued to work on ensuring that our talent attraction and retention efforts and our diversity, equity and inclusion efforts are in line with best practices.

Our approach to diversity, equity and inclusion has been deliberate and is integrated into our human capital development processes and initiatives. Specifically, over the last five years³, we have approximately doubled our employee population and our female representation at the most senior levels of the organization; female representation among managing partners/ managing directors increased from 10% to 19%, and among senior vice presidents from 17% to 32%. We have established a global process for employees to self-identify their ethnicity. This information assists us in identifying specific areas of focus related to increasing ethnic diversity. These results demonstrate our current state of diversity as at April 1, 2023:

Global Ethnic Diversity Metrics

 

White			50%
Asian			30%
Black			5%
Hispanic			3%
Two or More Races			6%
Did Not Respond or Declined to Self-Identify			6%

Having a diverse workforce reinforces our culture of collaboration and strengthens our ability to develop team members and maintain an engaged workforce. We seek to foster a diverse and inclusive workplace by ensuring leaders understand their role in creating an inclusive environment and by maintaining a focus on disciplined talent management processes that seek to mitigate the impact of unconscious bias. We believe that these priorities are foundational to our success in enhancing diversity and inclusion within the workplace, where career advancement is directly tied to performance and to alignment with our values of making decisions with intense collaboration and a long-term focus.

Occupational Health and Safety

Occupational health and safety continues to be integral to how we manage our businesses. As health and safety risk varies across industries, sectors, and the nature of operations, we emphasize the importance of our operating businesses having direct accountability and responsibility for managing and reporting risks within their operations, with Brookfield providing support and strategic oversight at the business’ board (or similarly situated governance body). For details on our health and safety framework, as it relates to our operating businesses, please refer to Brookfield’s latest ESG report.

Human Rights and Modern Slavery

Brookfield is committed to conducting our business in an ethical and responsible manner. We continue to work to identify and prevent potential human rights and modern slavery violations within our business environment, including supply chains, and we look for ways to support the promotion of human rights. Our approach to addressing human rights, including modern

 

3	From December 31, 2017 to December 31, 2022.

 

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