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 7, 2024, at 10:30 a.m. (Toronto time), via live audio webcast online at https://web.lumiagm.com/427638314 (the “Meeting”) password “brookfield2024” (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 416-682-3860 (outside of North America) or visit online at https://www.tsxtrust.com/control-number-request by 5:00 p.m. (Toronto time) on June 5, 2024 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, with full power of substitution, on the following matters:

 

1.	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

☐

☐

 

2.	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.

 

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

(a)  ☐  FOR the Say on Pay Resolution set out in the Management Information Circular of the Corporation dated April 25, 2024 (the “Circular”); or

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

 

4.	BNRE Escrowed Stock Plan Resolution (Mark either (a) or (b))

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

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

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 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 and for the BNRE Escrowed Stock Plan Resolution set out in the Circular.

Name of Shareholder: ____________________________________________________________________________

Number of Class A Limited Voting Shares: ____________________________________________________________

_______________________________________________________  Date: ___________________________, 2024.

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 5, 2024 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 near the preprinted name and address. The telephone voting service is not available on the day of the Meeting.

 

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 nominees named in this form of 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 416-682-3860 (outside of North America) or visit online at https://www.tsxtrust.com/control-number-request by 5:00 p.m. (Toronto time) on June 5, 2024 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 (“BN”) will be held on Friday, June 7, 2024 at 10:30 a.m. (Toronto time) in a virtual meeting format via live audio webcast at: https://web.lumiagm.com/427638314, to:

 

1.

receive the consolidated financial statements of BN for the fiscal year ended December 31, 2023, including the external auditor’s report thereon;

 

2.

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

 

3.

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

 

4.

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

 

5.

consider and, if thought advisable, pass a resolution approving the implementation by Brookfield Reinsurance Ltd. (“BNRE”) of an escrowed stock plan permitting BNRE to award escrowed stock grants to certain executives or other individuals designated by the board of directors of BNRE, as described in our Management Information Circular dated April 25, 2024 (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/427638314, entering your control number and password “brookfield2024” (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 shareholder of BN at the close of business on April 18, 2024. 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 2023 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 2024” and at www.sedarplus.ca 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 22, 2024. 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 5, 2024. 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. You may also vote by telephone or on the Internet prior to the meeting by following the instructions on the voting instruction 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 (416) 682-3860 (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 5, 2024.

By Order of the Board

 

 

Swati Mandava

Corporate Secretary

April 25, 2024

  

 

 

LETTER TO SHAREHOLDERS

To our shareholders,

On behalf of your Board of Directors, we are pleased to invite you to attend the 2024 annual and special meeting of Brookfield Corporation. This year’s meeting will occur at 10:30 a.m. (Toronto time) on Friday, June 7, 2024. 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 meeting can be found in the “Q&A on Voting” section of the Circular.

2023 Highlights¹

In 2023, we generated distributable earnings before realizations of $4.2 billion or $2.66 per share, representing an increase of 12% per share over the prior year, after adjusting for the special distribution of 25% of our asset management business in December 2022. Earnings were supported by strong continued momentum in our asset management business, the scaling of our insurance solutions business, and the resilient performance of our operating businesses.

Our asset management business generated $2.6 billion of distributable earnings for the year, benefiting from strong fundraising across our flagship funds and complementary fund offerings. Against a more challenging fundraising backdrop, our fund strategies continued to resonate with our clients, leading to $93 billion of capital raised which, when combined with the approximately $50 billion anticipated upon the closing of American Equity Life (“AEL”) by Brookfield Reinsurance, brings the total to $143 billion. Fee-bearing capital ended the year at $457 billion, driving an increase in fee-related earnings of 6% compared to the prior year. Our fundraising outlook remains strong going into 2024, which should contribute to meaningful earnings growth for us.

Our insurance solutions business generated distributable operating earnings of $740 million for the year. Earnings were supported by the continued growth in our asset base and strong performance of our investment portfolio. We closed the acquisition of Argo Group in the fourth quarter and originated $8 billion of annuity sales during the year, increasing our insurance assets to approximately $60 billion. By leveraging our investment origination platform, we were able to generate an average investment portfolio yield on our insurance assets of 5.5% and maintain a spread of approximately 2% over our average cost of capital. As at the end of 2023, annualized earnings in this business were over $900 million. We expect to close the acquisition of AEL shortly, which will grow our insurance solutions business to over $100 billion of assets and take annualized earnings to $1.3 billion.

Our operating businesses delivered resilient cash flows, generating distributable earnings of $1.5 billion for the year. Cash distributions from our renewable power and transition, infrastructure and private equity businesses were supported by their strong growth in earnings. Our core real estate portfolio continues to outperform the broader market, with same-store net operating income growing by 7% compared to the prior year.

Amidst a more constrained market environment in 2023, we continued to see strong demand for the high-quality, cash-generative businesses and assets we own. During the year, we monetized over $30 billion of assets at strong valuations—substantially all transacting at values higher than our IFRS carrying values. Recent monetizations include the sale of Westinghouse at an implied enterprise value of approximately $8 billion and a landmark mixed-use asset in Paris for approximately $1 billion. These sales generated strong returns, and when combined with the sales completed earlier in the year, resulted in $570 million of net realized carried interest being recognized into income in 2023. Accumulated unrealized carried interest stood at $10 billion at year end.

In addition to generating solid financial results, our strong liquidity position and differentiated access to capital enabled us to remain active on the investment front. In total, we invested over $55 billion at excellent values in 2023, and we expect to reap the rewards of these contrarian investments for years to come.

 

 

¹ We disclose a number of financial measures in this Circular that are calculated and presented using methodologies other than in accordance with International Financial Reporting Standards (“IFRS”), as well as certain forward-looking information and forward-looking statements in accordance with Canadian and U.S. securities laws, as applicable. See the “Cautionary Statement Regarding the Use of Non-IFRS Measures and Forward-Looking Statements” on page 80 of this Circular.

  

 

 

In spite of credit conditions being tighter in 2023, we maintained strong access to capital and executed on approximately $100 billion of financings across our business. Our financial strength has also allowed us to continue to allocate capital opportunistically to share repurchases. In 2023, we reinvested excess cash flow back into our businesses and returned $1.1 billion to shareholders through regular dividends and share repurchases, with total share buybacks amounting to more than $600 million. We plan to accelerate our share repurchases in 2024 if prices stay reasonable. We also announced the Board’s approval of an increase in our quarterly dividend by 14% to $0.08 per share from its previous level of $0.07 on the back of the strong growth in earnings that is expected for the business.

Our stock price was strong in 2023, increasing 29%. More importantly, the intrinsic value of the business continues to grow, which should enable us to deliver strong results over the long term. Furthermore, we believe the intrinsic value of a BN share today is significantly above the current share price, which these returns are based on; this offers shareholders a large margin of safety for investment at this point in time.

Board Developments

A key focus area of the Board continues to be sustainability management across our business. Our asset management business continues to engage with the Net Zero Asset Management Initiative and the Task Force on Climate related Financial Disclosures, and to work toward our commitment to the ambition of achieving net-zero. The Board also remains committed to developing and promoting diversity, including ethnic and gender diversity. We have exceeded our gender diversity target, of having at least 30% of the entire Board be represented by women, in each of the last four years. In addition, we continue to focus on ensuring that we have diversity of skills and experience among our directors that aligns with BN’s strategic priorities across different markets.

The Board remains focused on setting the strategic direction for the business of BN 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.

Shareholder Meeting

Please take time to read our Management Information Circular and determine how you will vote your shares. Your participation in our 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 7^th.

Yours truly,

 

 

The Honourable Frank J. McKenna

Chair

April 2024

  

 

 

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. Election of Directors			9
		Majority Voting Policy			10
		Cumulative Voting for Directors			10
		Voting by Proxy			10
		Director Nominees			10
		Summary of 2024 Nominees for Director			18
		Director Ownership in Brookfield Entities			20
		2023 Director Attendance			20
		2023 Director Voting Results			21
		3. Appointment of External Auditor			21
		Principal Accounting Firm Fees			22
		4. Advisory Resolution on Approach to Executive Compensation			22
		2023 Results of the Advisory Resolution on BN’s Approach to Executive Compensation			23
		Advisory Vote			23
		5. BNRE Escrowed Stock Plan			23
PART THREE		STATEMENT OF CORPORATE GOVERNANCE PRACTICES			26
		Governance			26
		Board of Directors			26
		Committees of the Board			31
		Board, Committee and Director Evaluation			33
		Board and Management Responsibilities			34
		Strategic Planning			34
		Risk Management Oversight			35
		Sustainability			36
		Communication and Disclosure Policies			42
		Code of Business Conduct and Ethics			42
		Report of the Audit Committee			44
		Report of the Governance and Nominating Committee			46
		Report of the Management Resources and Compensation Committee			47
		Report of the Risk Management Committee			48
PART FOUR		DIRECTOR COMPENSATION AND EQUITY OWNERSHIP			49
		Director Compensation			49
		Equity Ownership of Directors			52

  

 

 

PART FIVE		COMPENSATION DISCUSSION AND ANALYSIS			53
		Compensation Discussion and Analysis Overview			53
		Compensation Approach			54
		Overview of the Business in 2023			55
		Compensation Committee Governance			56
		Key Elements of Compensation			59
		Key Policies and Practices to Support Alignment			63
		2023 Compensation Decisions			67
		Five-year Compensation Review - Chief Executive Officer			68
		Compensation of Named Executive Officers			72
PART SIX		OTHER INFORMATION			79
		Indebtedness of Directors, Officers and Employees			79
		Audit Committee			79
		Directors’ and Officers’ Liability Insurance			79
		Normal Course Issuer Bid			79
		Cautionary Statement Regarding the Use of Non-IFRS Measures and Forward-Looking Statements			80
		Availability of Disclosure Documents			80
		Shareholder Proposals			81
		Other Business			81
		Directors’ Approval			81
APPENDIX A		CHARTER OF THE BOARD			A-1
APPENDIX B		BNRE ESCROWED STOCK PLAN RESOLUTION			B-1

  

 

 

PART ONE – VOTING INFORMATION

This Management Information Circular (“Circular”) is provided in connection with the solicitation by management of Brookfield Corporation (“BN,” “we,” or “our” and any reference to “Brookfield” shall include BN and Brookfield Asset Management Ltd. (“BAM”), collectively) of proxies for the Annual and Special Meeting of Shareholders of BN (the “meeting”) referred to in BN’s Notice of Annual and Special Meeting of Shareholders and Availability of Investor Materials dated April 25, 2024 (the “Notice”) to be held in a virtual meeting format only on Friday, June 7, 2024 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 2024”, on our System for Electronic Data Analysis and Retrieval + (“SEDAR+”) profile at www.sedarplus.ca 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 BN at nominal cost. The cost of solicitation will be borne by BN.

The information in this Circular is given as at April 18, 2024, unless otherwise indicated. As BN 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 2023 as reported by Bloomberg L.P. (“Bloomberg”) of C$1.00 = US$0.7411, unless otherwise indicated.

Who Can Vote

As at April 18, 2024, BN had 1,642,086,272 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 18, 2024 (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 BN (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 9 of this Circular for further information.

Notice and Access

BN 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, BN has posted this Circular and form of proxy on its website at https://bn.brookfield.com under “Notice and Access 2024”, in addition to posting it on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/ edgar. BN 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. BN will not directly send the Notice Package to non-registered shareholders. Instead, BN will pay Intermediaries (as defined on page 3 of this Circular) to forward the Notice Package to all non-registered shareholders.

 

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BN 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 BN’s philosophy towards sustainability. Additionally, adopting Notice and Access has significantly lowered printing and mailing costs associated with BN’s shareholder meetings.

Registered and non-registered shareholders who have signed up for electronic delivery of this Circular and BN’s Annual Report dated March 18, 2024 (which includes management’s discussion and analysis and consolidated financial statements for the fiscal year ended December 31, 2023) (the “Annual Report”) will continue to receive them by email. No shareholders will receive a paper copy of this Circular unless they contact BN at 1-866-989-0311 or bn.enquiries@brookfield.com, in which case BN 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 22, 2024 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, BN 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
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 BNRE Escrowed Stock Plan		Class A Shareholders Class B Shareholders		FOR the resolution

Who is entitled to vote?

Holders of Class A Shares and holders of Class B Shares as at the close of business on April 18, 2024 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 (416) 682-3860 (outside North America) or online at https://www.tsxtrust.com/control-number-request no later than 5:00 p.m. (Toronto time) on June 5, 2024 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 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.

Am I a registered shareholder or a non-registered shareholder?

Registered shareholders have a share certificate or Direct Registration System statement issued in their name or appear as the registered shareholder on the books of BN.

Non-registered shareholders are beneficial owners of shares of BN that are not registered shareholders. In many cases, Class A Shares that are beneficially owned by a non-registered shareholder are registered either:

 

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a.

in the name of an intermediary such as a bank, trust company, securities dealer, broker or other intermediary (each, an “Intermediary” and collectively, “Intermediaries”) with whom the non-registered shareholder maintains an account, 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”), of which the Intermediary is a participant.

If you are a non-registered shareholder and your shares are held in the name of an Intermediary, 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.

If you are not sure whether you are a registered or non-registered shareholder, please contact TSX Trust. See “How do I contact the transfer agent?” on page 6 of this Circular.

How do I vote?

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

 

•

by submitting your voting instructions prior to the meeting, or

 

•

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 (including non-registered shareholders who have duly appointed themselves as proxyholder by following the instructions under the heading “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), 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/427638314

Step 2: Follow these instructions:

Registered shareholders: Click “I have a login” and then enter your 13 digit control number and password “brookfield2024” (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 login” and then enter your 13 digit control number and password “brookfield2024” (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 “I am a 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 to 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.

 

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

If you are a registered shareholder, you can vote by proxy up to 5:00 p.m. (Toronto time) on Wednesday, June 5, 2024 (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:

 

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 BN) 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 (416) 682-3860 (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 5, 2024.

 

•

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, 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 BN and the associated costs will be borne by BN.

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 BN, 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 BN directors named on the form of proxy or voting instruction form to be your proxyholder. Write the name of this person (or company) in the blank space on the form of proxy or voting instruction form. 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.

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 5, 2024, which is two business days before the day of the meeting.

 

 

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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 5, 2024, which is two business days before the day of the meeting.

If you are a non-registered shareholder and your Intermediary makes this option available, go to www.proxyvote.com and follow the instructions on this website. You will need your control number (located on the voting instruction form) to identify yourself to the system. You must submit your vote by no later than 5:00 p.m. (Toronto time) on Tuesday, June 4, 2024, which is one business day before the proxy deposit date of June 5, 2024. Refer to the instructions on your voting instruction form for more details.

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 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 BN 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 6, 2024, 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 7, 2024, 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: services.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 favor of all resolutions 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 BN 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.

 

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Who counts the votes?

BN’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

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

Your Intermediary is required to send you a voting instruction form for the number of shares you beneficially own. Non-registered shareholders should follow the instructions on the forms they receive and contact their Intermediaries promptly if they need assistance.

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. If your Intermediary makes these options available, you may also vote by telephone prior to the meeting by following the directions on the voting instruction form or on the Internet prior to the meeting by going to www.proxyvote.com and following the instructions on this website. See “Can I vote by Internet in advance of the meeting?” on page 5 of this Circular.

Since BN has limited access to the names of its non-registered shareholders, if you attend the virtual meeting, BN 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 (416) 682-3860 (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 5, 2024.

Failing to register 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.

BN 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.

 

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Principal Holders of Voting Shares

For over 50 years, executives of BN have held a substantial portion of their investment in Class A Shares in partnership with one another, as well as stewardship of the Class B Shares, which we refer to as the “Partnership”. The Partnership’s members include both current and former senior executives of BN and its affiliates (each, a “Partner” and collectively, the “Partners”). The Partnership has been, and continues to be, instrumental in ensuring orderly management succession of BN 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 BN, and collaborative. The financial strength and sustainability of the Partnership is characterized 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 our 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 BN for the benefit of all stakeholders. This long-term focus is considered critical to the sustainability of BN.

The Partners collectively own interests in approximately 322.2 million Class A Shares (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; (ii) ownership of class A exchangeable limited voting shares (“BNRE Class A Shares”) and class A-1 exchangeable non-voting shares (“BNRE Class A-1 Shares” and together with the BNRE Class A Shares, the “Exchangeable Class A Shares”) of Brookfield Reinsurance Ltd. (“BNRE”), each of which are exchangeable for Class A Shares on a one-for-one basis; and (iii) the Partners’ proportionate beneficial interests in Class A Shares held by Partners Value Investments L.P. (“PVI”). PVI is a publicly-listed investment partnership whose principal business activity is owning equity interests in Brookfield for the long-term. Approximately 89% of PVI’s equity units are owned by the Partners. PVI owns approximately 129.1 million Class A Shares (including Exchangeable 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 “BN Partnership”). The beneficial interests in the BN Partnership, and the voting interests in its trustee, are held as follows: one-third by Mr. Bruce Flatt, one-third by Mr. Jack L. Cockwell, 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 BN Partnership. The BN Partnership owns 85,120 Class B Shares, representing 100% of the Class B Shares.

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

Under these arrangements, the BN Partnership is 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”). The 1997 Agreement provides, among other things, that the BN 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 BN 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 BN Partnership will agree to prevent any person or company from carrying out a direct or indirect sale of Class B Shares in contravention of the 1997 Agreement.

 

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To the knowledge of the directors and officers of BN, 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 BN carrying more than 10% of the votes attached to any class of outstanding voting securities of BN.

 

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PART TWO – BUSINESS OF THE MEETING

We will address five items at the meeting:

 

1.

receiving the consolidated financial statements of BN for the fiscal year ended December 31, 2023, including the external auditor’s report thereon;

 

2.

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

 

3.

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;

 

4.

considering an advisory resolution on BN’s approach to executive compensation; and

 

5.

considering a resolution (the “BNRE Escrowed Stock Plan Resolution”) authorizing the implementation by BNRE of an escrowed stock plan (the “BNRE Escrowed Stock Plan”) permitting BNRE to award escrowed stock grants to certain executives or other individuals designated by the board of directors of BNRE.

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 BN for the fiscal year ended December 31, 2023 are included in the Annual Report. The Annual Report is available on BN’s website, https://bn.brookfield.com under “Notice and Access 2024”, on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar, and is being mailed to BN’s registered shareholders and non-registered shareholders who have contacted BN 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.	Election of Directors

The Board is comprised of 14 members, all of whom are to be elected at the 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

 

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Majority Voting Policy

The Board has adopted a policy stipulating that, if the total number of shares voted in favor 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 BN provide for cumulative voting in the election of directors. Each shareholder of a class or series of shares of BN 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 favor 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 BN.

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 11 to 14 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 14 to 17 of this Circular.

Director Nominees

All 14 director nominees were elected as members of the Board at the Annual and Special Meeting of Shareholders held on June 9, 2023 and are standing for re-election. The Board recommends that the 14 director nominees be elected at the meeting to serve as directors of BN 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 BN 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 BN.

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, BN shareholdings and other public company board positions held, as at April 18, 2024. See “Director Share and DSU Ownership Requirements” on page 52 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 BN’s Class A Shares.

 

M. Elyse Allan,  C.M.(a) Age: 66 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, and recently completed her term as director of MaRS Discovery District, founding Chair of Invest Ontario and Chair of The Tuck Business School at Dartmouth College Board of Advisors. Ms. Allan is a Fellow at the C.D. Howe Institute and serves on its National Advisory Board. She has served on a number of boards for Canadian companies, associations and public policy organizations. In 2014, Ms. Allan was appointed Member of the Order of Canada.
		Brookfield Corporation 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		Class A Shares(e)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be  Met(f)
		2024		1,503		50,788
		2023		1,503		46,949		52,291		Met
		Change		—		3,839

 

Angela F. Braly(a) Age: 62 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 Corporation Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2015 – Present
		Audit Committee						Exxon Mobil Corporation   The Procter & Gamble Company   Lowe’s Companies, Inc.		2016 – Present   2009 – Present(n)   2013 – 2021
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year		Class A Shares(e)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		—		65,390
		2023		—		57,311		65,390		Met
		Change		—		8,079

 

 

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Janice Fukakusa C.M.,  F.C.P.A., F.C.A.(a) Age: 69 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, Board Chair and director of the Japanese Canadian Cultural Centre, is past Chair of 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 Corporation Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2020 – Present
		Audit Committee, Chair						RioCan Real Estate Investment Trust   Loblaw Companies Limited   Cineplex Inc.		2021 – Present   2019 – Present   2017 – Present
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year		Class A Shares(e)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		25,306		23,859
		2023		25,306		15,835		49,165		Met
		Change		—		8,024

 

Maureen Kempston Darkes, O.C., O.Ont.(a) Age: 75 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 Corporation 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		2010 – 2021   1995 – 2021
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year		Class A Shares(e)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		—		105,413
		2023		—		100,935		105,413		Met
		Change		—		4,478

 

 

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Frank J. McKenna, P.C., O.C., O.N.B. (a) Age: 76 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 Brookfield 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 Corporation Board/Committee Membership						Public Board Membership During Last Five Years
		Board, Chair						Brookfield Corporation		2006 – Present
		Governance and Nominating Committee, Chair						Anaergia Inc.   Canadian Natural Resources Limited		2020 – Present   2006 – Present
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year		Class A Shares(e)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		6,405		351,285
		2023		6,405		332,004		357,690		Met
		Change		—		19,281

 

Hutham S. Olayan(a) Age: 70 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 Corporation Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2021 – Present
		Governance and Nominating Committee   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		Class A Shares(e)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		35,000		18,339
		2023		35,000		10,291		53,339		Met
		Change		—		8,048

 

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Diana L. Taylor(a)(l) Age: 69 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 four not for profits, Accion, the New York City Ballet, Hotbread Kitchen and Friends of Hudson River Park.
		Brookfield Corporation 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		Class A Shares(e)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		—		114,618
		2023		—		106,423		114,618		Met
		Change		—		8,195

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

 

Howard S. Marks(a) Age: 78 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 72% 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 Corporation 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		Class A Shares(e)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		808,260		23,814
		2023		1,008,262		16,752		832,074		Met
		Change		(200,002)		7,062

 

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Rafael Miranda(a) Age: 74 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 Corporation 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.		2017 – Present   2014 – 2022   2014 – 2019
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year		Class A Shares(e)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		—		46,031
		2023		—		38,106		46,031		Met
		Change		—		7,925

 

Lord O’Donnell(a) Age: 71 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 Brookfield Corporation in Europe, and currently serves as a Strategic Advisor to the Toronto-Dominion Bank. Lord O’Donnell is also President of the Council of the Institute for Fiscal Studies (IFS), Chair of the Board of Trustees for Pro Bono Economics, Visiting Professor at London School of Economics and University College London, and a Trustee of the Economist. 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 U.K. Treasury from 2002 to 2005 and served on the International Monetary Fund and World Bank Boards. Lord O’Donnell became a member of the House of Lords in 2012.
		Brookfield Corporation 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		Class A Shares(e)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		79,018		81,229
		2023		79,018		73,299		160,247		Met
		Change		—		7,930

 

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Jeffrey M. Blidner(a) Age: 76 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 Brookfield Corporation. Mr. Blidner is also the Chair of Brookfield Renewable Partners L.P. and Brookfield Property REIT Inc., as well as a director of numerous other Brookfield affiliates. Mr. Blidner was formerly the Chair of Brookfield Business Partners L.P. Before joining Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm.
		Brookfield Corporation Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2013 – Present
								Brookfield Business Corporation   Brookfield Infrastructure Corporation   Brookfield Renewable Corporation   Brookfield Property REIT Inc.   Brookfield Business Partners L.P.   Brookfield Property Partners L.P.   Brookfield Renewable Partners L.P.   Brookfield Infrastructure Partners L.P.		2022 – Present   2020 – Present   2020 – Present   2018 – Present   2016 – Present   2013 – Present   2011 – Present   2008 – Present
		Number of Class A Shares and Deferred Share Units (DSUs) Beneficially Owned, Controlled or Directed
		Year		Class A Shares(e)(g)(h)		DSUs		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		9,815,553		1,191,592
		2023		9,852,096		1,169,167		11,007,145		Met
		Change		(36,543)		22,425

 

Jack L. Cockwell, C.M.(a)  Age: 83 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 Brookfield 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 Corporation Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		1979 – Present
								Rogers Communications Inc.   Norbord Inc.		2021 – 2023   1987 – 2021
		Number of Class A Shares and Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed
		Year		Class A Shares(e)(g)(i)		DSUs and RSUs(m)		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		42,558,684		1,518,425
		2023		39,902,026		3,094,270		44,077,109		Met
		Change		2,656,658		(1,575,845)

 

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Bruce Flatt(a) Age: 58 Director since: 2001 (Affiliated and Management)(c) (d)   Areas of Expertise: CEO experience		Mr. Flatt is the Chief Executive Officer of Brookfield Corporation and Brookfield Asset Management Ltd. Mr. Flatt joined Brookfield 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 Corporation Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation		2001 – Present
								Brookfield Asset Management Ltd.		2022 – Present
		Number of Class A Shares and Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed
		Year		Class A Shares(e)(g)(j)		DSUs and  RSUs(m)		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		71,521,914		2,147,257
		2023		65,976,955		4,641,494		73,669,171		Met
		Change		5,544,959		(2,494,237)

 

Brian D. Lawson(a) Age: 64 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 Brookfield Corporation and in this role provides guidance and advice on Brookfield Corporation’s finance and risk management activities. Mr. Lawson is the President of the Partnership. Mr. Lawson joined Brookfield Corporation in 1988 and has held a number of senior management positions in Brookfield Corporation’s investment and finance operations including as Chief Financial Officer of Brookfield Corporation from 2002 to 2020. In 2013, Mr. Lawson was named Canada’s CFO of the Year.
		Brookfield Corporation Board/Committee Membership						Public Board Membership During Last Five Years
		Board						Brookfield Corporation   Partners Value Investments Inc.   Partners Value Split Corp.   Partners Value Investments L.P.   Global Resource Champions Split Corp.   TerraForm Power, Inc.		2018 – Present   2016 – Present   2001 – Present   2016 – 2023   2018 – 2020   2017 – 2020
		Number of Class A Shares and Deferred Share Units (DSUs) and Restricted Share Units (RSUs) Beneficially Owned, Controlled or Directed
		Year		Class A Shares(e)(g)(k)		DSUs and  RSUs(m)		Total Number of Shares and DSUs		Date at which Share Ownership Guideline is to be Met(f)
		2024		17,957,601		2,098,181
		2023		15,369,292		4,356,322		20,055,782		Met
		Change		2,588,309		(2,258,141)

 

(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. and Indiana, U.S. 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. Mr. Bruce Flatt principally lives in New York, U.S. and London, U.K. Ms. Maureen Kempston Darkes principally lives in Florida, U.S. and Ontario, Canada. Lord O’Donnell principally lives in London, U.K.

(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 BN (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 BN or any of its affiliates, (b) performed more than a de minimis amount of services for BN or any of its affiliates, or (c) had any material business or professional relationship with BN other than as a director of BN. “De minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in BN to themselves and to BN.

(d)

“Management” refers to director nominees who are current members of management of BN. Mr. Flatt is the Chief Executive Officer of BN, Messrs. Blidner and Lawson are Vice Chairs of BN. None of these individuals receive compensation in their capacity as directors of BN (see “Director Compensation” on page 49 of this Circular). All director nominees who are also current members of management are, by definition, “Affiliated”.

 

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(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 30 of this Circular) or Restricted Shares (as defined on page 63 of this Circular) with a value equal to three times their annual director’s retainer. See “Director Share and DSU Ownership Requirements” on page 52 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 18, 2024, the number of shares required to satisfy the non-management director and Chair Share Ownership Guideline is 19,440 and 46,656, 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 18, 2024). 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 $1,875,000, $3,000,000 and $3,000,000, respectively, converted at the average exchange rate for 2023 of C$1.00 = US$0.7411 and £1.00 = US$1.2441. As of April 18, 2024, the number of shares required to equal five times the Base Salary for Messrs. Flatt, Lawson, and Blidner is 48,600, 77,760 and 77,760, 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 18, 2024). See “Share Ownership Guidelines” on page 64 of this Circular and “Summary Compensation Table” on page 72 of this Circular for further information.

(g)

The figures in this column include (i) the director’s Class A Shares and Exchangeable Class A Shares, held directly and indirectly, including under the Restricted Stock Plan; (ii) the director’s pro rata interests in Class A Shares and Exchangeable Class A Shares held by PVI; and (iii) the director’s Escrowed Shares (as defined on page 63 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 entity, the value of the Class A Shares and Exchangeable Class A Shares held by each entity and their net liabilities and preferred share obligations. (See “Principal Holders of Voting Shares” on page 7 of this Circular for further information on PVI and “Escrowed Stock Plan” on pages 76 to 77 of this Circular for further information on Escrowed Shares).

(h)

Mr. Blidner holds 3,979,113 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 3,667,226 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 19,094,226 Class A Shares and Exchangeable and Class A Shares directly and indirectly that are not in the Partnership as of the date of this Circular, and held 19,363,803 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 18,018,523 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 14,402,185 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 6,450,589 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 5,863,855 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.

(m)

In February 2024, in connection with the termination of BN’s Restricted Share Unit Plan, all outstanding Restricted Share Units (“RSUs”) were exchanged, at the election of the holder, for cash or Preferred Share Options (as defined on page 52 of the Circular) equivalent in value to the RSUs on the date of the exchange. Separately, Escrowed Shares were issued to former RSU holders on a one-for-one basis. Mr. Flatt elected to receive cash in exchange for his RSUs and Messrs. Cockwell and Lawson each elected to receive Preferred Share Options in exchange for their RSUs.

(n)	Ms. Braly will be retiring from the board of directors of The Proctor & Gamble Company in June 2024.

Summary of 2024 Nominees for Director

The following summarizes the qualifications of the 2024 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 BN’s global activities		•  An appreciation of the value of good corporate governance

The Board is comprised of 14 directors, which BN 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 BN and provide strategic advice to management. BN 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

Sustainability Matters

Climate Expertise

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

Sustainability 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

 

2024 MANAGEMENT INFORMATION CIRCULAR/19

  

 

 

Director Ownership in Brookfield Entities

Below is a description of the securities in Brookfield entities that are beneficially owned, directly or indirectly, or controlled or directed by each director nominee. Director nominees who do not beneficially own, directly or indirectly, or control or direct any securities in these entities 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)		Brookfield Asset Management Ltd.(d)
M. Elyse Allan		—		—		—		375 BAM Class A Shares
Janice Fukakusa		—		—		—		6,326 BAM Class A Shares
Frank J. McKenna		—		6,000 BIP LP Units 666 BIPC Class A Shares		13,343 BEP LP Units 3,336 BEPC Class A Shares		1,601 BAM Class A Shares
Hutham S. Olayan		—		—		—		4,575 BAM 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)		Brookfield Asset Management Ltd.(d)
Jeffrey M. Blidner		35,189 BBU LP Units 17,594 BBUC Class A Shares		14,323 BIP LP Units 1,590 BIPC Class A Shares		—		2,285,659 BAM Class A Shares
Jack L. Cockwell		225,804 BBU LP Units 112,902 BBUC Class A Shares		104,044 BIP LP Units		—		10,349,987 BAM Class A Shares
Bruce Flatt		224,402 BBU LP Units 98,456 BBUC Class A Shares		192,489 BIP LP Units 21,387 BIPC Class A Shares		15,000 BEP LP Units 3,750 BEPC Class A Shares		15,427,985 BAM Class A Shares
Brian D. Lawson		92,413 BBU LP Units 46,206 BBUC Class A Shares		29,377 BIP LP Units 3,264 BIPC Class A Shares		5,550 BEP LP Units 1,387 BEPC Class A Shares		3,853,506 BAM Class A Shares
Howard S. Marks		—		—		—		202,065 BAM Class A Shares
Lord O’Donnell		—		—		—		19,754 BAM 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 Units”) 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 Units”) 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 Units”) 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.

(d)

BAM is a Canadian corporation. The figures in this column include (i) the director’s Class A limited voting shares of BAM (“BAM Class A Shares”) held directly and indirectly; (ii) the director’s pro rata interests in BAM Class A Shares held by PVI; and (iii) the director’s BAM escrowed shares governed by BAM’s Escrowed Stock Plan, which also represent an indirect pro rata interest in BAM Class A Shares.

2023 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 2023. The director nominees standing for re-election attended, on average, approximately 95% of the Board meetings in 2023. The Board and its committees meet in camera without management present at all meetings, including those held by teleconference.

 

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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		7 of 8		7 of 8		—		—		—		14 of 16		88%
Janice Fukakusa		yes		8 of 8		8 of 8		—		—		—		16 of 16		100%
Maureen Kempston  Darkes		yes		8 of 8		—		—		2 of 2		4 of 4		14 of 14		100%
Frank J. McKenna		yes		8 of 8		—		3 of 3		—		—		11 of 11		100%
Hutham S. Olayan(a)		yes		8 of 8		—		1 of 1		—		4 of 4		13 of 13		100%
Seek Ngee Huat(b)		yes		4 of 4		—		2 of 2		—		—		6 of 6		100%
Diana L. Taylor		yes		7 of 8		—		3 of 3		2 of 2		—		12 of 13		92%
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		8 of 8		—		—		—		—		8 of 8		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(c)		no		5 of 8		—		—		—		—		5 of 8		63%
Rafael Miranda(d)		yes		8 of 8		8 of 8		—		1 of 1		—		17 of 17		100%
Lord O’Donnell		no		8 of 8		—		—		—		—		8 of 8		100%

(a) Ms. Hutham S. Olayan joined the Governance and Nominating Committee on June 9, 2023.

(b) Mr. Seek Ngee Huat retired as a director of the Board on June 9, 2023.

(c) Mr. Howard S. Marks was unable to attend three Board meetings due to medical events.

(d) Mr. Rafael Miranda joined the Management Resources and Compensation Committee on March 3, 2023.

2023 Director Voting Results

Below are the results of the vote of holders of Class A Shares for the election of directors at BN’s Annual and Special Meeting of Shareholders held on June 9, 2023.

 

Director Nominee		Votes For				%				Votes Withheld				%
M. Elyse Allan			1,059,022,004				99.40				6,437,435				0.60
Angela F. Braly			1,058,854,433				99.38				6,605,006				0.62
Janice Fukakusa			1,050,599,675				98.61				14,859,764				1.39
Maureen Kempston Darkes			1,012,380,185				95.02				53,079,254				4.98
Frank J. McKenna			924,778,987				86.80				140,680,452				13.20
Hutham S. Olayan			1,060,455,241				99.53				5,004,198				0.47
Diana L. Taylor			1,004,437,315				94.27				61,022,124				5.73

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

 

3.	Appointment of External Auditor

On recommendation of the Audit Committee, the Board proposes the reappointment of Deloitte LLP as the external auditor of BN. Deloitte LLP, including the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates (collectively, “Deloitte”), is the principal external auditor of BN and its publicly traded subsidiaries (other than Brookfield Renewable Partners L.P. and Brookfield Renewable Corporation). Deloitte has served as the external auditor of BN 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.

 

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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 BN and its subsidiaries for the fiscal year ended December 31, 2023 by Deloitte amounted to approximately $117.5 million, of which $109.7 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 BN and its subsidiaries 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.

The following table sets forth further information on the fees billed by Deloitte to BN and its subsidiaries on a consolidated basis for the fiscal years ended December 31, 2023 and December 31, 2022.

 

		2023																2022
$ millions				BN				Subsidiaries of BN				Total						BN				Subsidiaries of BN				Total
Audit				$	2.3				$76.8				$79.1					$	2.6				$45.0				$47.6
Audit-related					—				30.6				30.6						—				59.2				59.2
Tax					—				7.1				7.1						—				3.7				3.7
All other fees					—				0.7				0.7						—				0.5				0.5
Total fees				$	2.3				$115.2				$117.5					$	2.6				$108.4			$	111.0

Audit fees include fees for services that would normally be provided by the external auditor in connection with our statutory audit of BN, 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 and consents relating to certain documents filed with securities regulatory authorities.

Audit-related fees are for other statutory audits, 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: statutory audits of our subsidiaries, employee benefit plan audits, 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 certain permissible consulting and advisory 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 BN.

 

4.	Advisory Resolution on Approach to Executive Compensation

BN believes that its compensation objectives and approach to executive compensation strongly align the interests of management with the long-term interests of shareholders. Details of BN’s approach to executive compensation is disclosed in the “Compensation Discussion and Analysis” beginning on page 53 of this Circular.

 

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BN has a policy providing that holders of Class A Shares have the opportunity to cast an advisory vote on BN’s approach to executive compensation on an annual basis. This policy reflects BN’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 favor 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.

2023 Results of the Advisory Resolution on BN’s Approach to Executive Compensation

Below are the results of the vote of holders of Class A Shares on the advisory resolution on BN’s Approach to Executive Compensation at the Annual and Special Meeting of Shareholders held on June 9, 2023.

 

Votes For		%				Votes Against				%
900,720,117			84.54				164,739,321				15.46

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 Compensation Committee (as defined on page 26 of this Circular) 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 BN’s executive compensation practices. Shareholders who wish to contact the Chair or other Board members can do so through the Corporate Secretary of BN.

 

5.	BNRE Escrowed Stock Plan

At the meeting, shareholders will be asked to consider and vote on the BNRE Escrowed Stock Plan Resolution, the full text of which is set forth in Appendix B of this Circular, approving the implementation by BNRE of the BNRE Escrowed Stock Plan. The BNRE Escrowed Stock Plan will permit BNRE to award escrowed stock grants to certain executives or other individuals designated by the board of directors of BNRE. The BNRE Escrowed Stock Plan constitutes a “security-based compensation arrangement” under applicable TSX rules. The TSX rules require that BNRE obtain securityholder approval to adopt the BNRE Escrowed Stock Plan, and because the Exchangeable Class A Shares were designed to be economically equivalent to the Class A Shares and are exchangeable on a one-for-one basis into Class A Shares, the BNRE Escrowed Stock Plan Resolution must be approved by BN’s shareholders. The adoption of the BNRE Escrowed Stock Plan is also conditional on the approval (i) of the TSX and all other applicable regulatory authorities, (ii) by the board of directors of BNRE and (ii) by a majority of the votes cast by the holders of BNRE Class A Shares and by the holders of class B shares of BNRE (“BNRE Class B Shares”), each voting separately as a class, who vote in respect of a resolution approving the BNRE Escrowed Stock Plan at a meeting of the shareholders of BNRE. If these approvals are not obtained, the BNRE Escrowed Stock Plan will not be adopted even if the BNRE Escrowed Stock Plan Resolution is approved at the meeting. BNRE will seek shareholder approval for the BNRE Escrowed Stock Plan at its 2024 annual general and special meeting of shareholders.

Purpose of the BNRE Escrowed Stock Plan

The BNRE Escrowed Stock Plan is intended to incentivize and retain certain executives or other individuals designated by the board of directors of BNRE for an extended period and to further align their long-term interests with those of other shareholders in a manner that is less dilutive than alternative long term ownership plans, such as option plans. The BNRE Escrowed Stock Plan will result in no net dilution over time because any newly issued Exchangeable Class A Shares under the BNRE Escrowed Stock Plan will be fully offset by the cancellation of Exchangeable Class A Shares. Non-employee directors of BNRE will not be eligible to participate in the BNRE Escrowed Stock Plan.

 

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Exchangeable Class A Shares Reserved

A maximum of 4,000,000 Exchangeable Class A Shares may be issued under the BNRE Escrowed Stock Plan, representing approximately 0.24% of the outstanding Class A Shares as at April 18, 2024. When Exchangeable Class A Shares are issued in exchange for BNRE Escrowed Shares (as defined below), the number of Exchangeable Class A Shares remaining for future issuance under the BNRE Escrowed Stock Plan will be reduced. On the wind-up or merger of a BNRE Escrowed Company, as described below, the number of Exchangeable Class A Shares held by a BNRE Escrowed Company that are cancelled in respect of Exchangeable Class A Shares previously issued by BNRE in exchange for BNRE Escrowed Shares will be added back to the number of Exchangeable Class A Shares available for future issuance under the BNRE Escrowed Stock Plan. The BNRE Escrowed Stock Plan also provides that when Exchangeable Class A Shares are issued in exchange for BNRE Escrowed Shares and immediately thereafter the BNRE Escrowed Company is wound up or merged into BNRE and the Exchangeable Class A Shares held by it are cancelled, the number of Exchangeable Class A Shares remaining for future issuance under the BNRE Escrowed Stock Plan will not be reduced.

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 BNRE’s security-based compensation arrangements, including under the restricted stock plan of BNRE (the “BNRE Restricted Stock Plan”) or the BNRE Escrowed Stock Plan, cannot exceed, in either case, 10% of the aggregate issued and outstanding BNRE 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 BN insiders at any time, or issued in any one year to BN insiders, under any of BN’s security-based compensation arrangements together with the BNRE Restricted Stock Plan and the BNRE Escrowed Stock Plan cannot exceed, in either case, 10% of the issued and outstanding Class A Shares.

Summary of the BNRE Escrowed Stock Plan

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

The BNRE Escrowed Stock Plan governs the award of non-voting common shares (“BNRE Escrowed Shares”) of one or more private companies (each, a “BNRE Escrowed Company”) to executives or other individuals designated by the board of directors of BNRE. Each BNRE Escrowed Company is capitalized with common shares and preferred shares issued to BNRE. Each BNRE Escrowed Company will directly or indirectly purchase Exchangeable Class A Shares. BNRE Escrowed Companies may purchase Exchangeable Class A Shares in the open market or acquire the Exchangeable Class A Shares that were acquired by BN upon exchanges by shareholders of BNRE. Participants will either be awarded BNRE Escrowed Shares or provided an election to contribute Exchangeable Class A Shares or other BNRE Escrowed Shares as consideration for the BNRE Escrowed Shares. Dividends paid to each BNRE Escrowed Company on the Exchangeable Class A Shares acquired by the BNRE Escrowed Company will be used to pay dividends on the preferred shares which are held by BNRE and on certain BNRE Escrowed Shares held by participants who contributed the underlying Exchangeable Class A Shares to a BNRE Escrowed Company in connection with the award of BNRE Escrowed Shares. The Exchangeable Class A Shares acquired by a BNRE Escrowed Company will not be voted.

Except as otherwise determined by the board of directors of BNRE, 20% of BNRE Escrowed Shares will vest on the first anniversary of the granting of such shares, with an additional 20% vesting on each subsequent anniversary, up to and including the fifth anniversary of the grant of the BNRE Escrowed Shares.

On date(s) determined by the holders of the BNRE Escrowed Shares that are generally between the applicable vesting date and 10 years after the initial grant, the vested BNRE Escrowed Shares will be acquired by BNRE in exchange for the issuance of Exchangeable Class A Shares from treasury, where the value of such Exchangeable Class A Shares being issued is equal to the value of the BNRE Escrowed Shares being acquired. The value of the BNRE Escrowed Shares will be equal to the increase in value of the Exchangeable Class A Shares held by the BNRE Escrowed Company since the grant date of the BNRE Escrowed Shares, based on the volume-weighted average price of the BNRE Class A Shares on the NYSE on the date of the exchange. Participants are not permitted to exchange BNRE Escrowed Shares during a blackout period, except with the consent of the board of directors of BNRE. Once all participants of a BNRE Escrowed Company have elected to exchange their BNRE Escrowed Shares, such BNRE Escrowed Company will be wound up or merged into BNRE and BNRE will cancel at least that number of Exchangeable Class A Shares held by one or more BNRE Escrowed Companies that is equivalent to the number of Exchangeable Class A Shares that have been issued to holders of the BNRE Escrowed Shares of the BNRE Escrowed Company on exchanges.

 

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Eligibility for participation in the BNRE Escrowed Stock Plan is restricted to certain executives of BNRE and its affiliates or other individuals designated by the board of directors of BNRE, which may include designated executives and key employees of Brookfield that provide services to BNRE or its affiliates. The number of BNRE Escrowed Shares to be granted to each participant is determined at the discretion of the board of directors of BNRE, on the recommendation of the compensation committee of the board of directors of BNRE (the “BNRE Compensation Committee”). The BNRE Compensation Committee recommends the award of BNRE Escrowed Shares for the chief executive officer of BNRE. All other awards of BNRE Escrowed Shares are recommended by the chief executive officer of BNRE to the BNRE Compensation Committee. Aside from transfers to BNRE in the case of termination of employment or for personal tax planning purposes, transfers of BNRE Escrowed Shares are not permitted unless 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 Escrowed Stock Plan.

The BNRE Escrowed Stock Plan sets out provisions regarding the forfeiture of BNRE Escrowed Shares following a change in the employment status of a participant. In general, all vested BNRE Escrowed Shares will remain outstanding, and all unvested BNRE Escrowed 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 Escrowed Shares as well as vested BNRE Escrowed Shares that remain subject to a hold period will be forfeited.

The BNRE Escrowed Stock Plan contains an amending provision setting out the types of amendments which can be approved by the board of directors of BNRE 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 Escrowed Stock Plan or expands insider participation, 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 Escrowed Stock Plan or any BNRE Escrowed Share that is of a housekeeping or administrative nature, that is necessary to comply with applicable laws or to qualify for favorable tax treatment, that is to the vesting, termination or early termination provisions (provided that the amendment does not entail an extension beyond the tenth anniversary of the award date for any particular BNRE Escrowed Share), and to suspend or terminate the BNRE Escrowed Stock Plan.

The BNRE Escrowed Stock Plan Resolution

The BNRE Escrowed Stock Plan described above must be approved by (i) the TSX and all other applicable regulatory authorities, (ii) the board of directors of BNRE, (iii) a majority of the votes cast by the holders of BNRE Class A Shares and the holders of BNRE Class B Shares, each voting as a separate class, at a duly called meeting of the shareholders of BNRE, and (iv) a majority of the votes cast by the holders of the Class A Shares and the Class B Shares, each voting as a separate class, at a duly called meeting of the shareholders of BN. The Board has approved the adoption of the BNRE Escrowed Stock Plan and unanimously recommends that shareholders vote in favor of the BNRE Escrowed Stock Plan Resolution.

On any ballot that may be called for on the BNRE Escrowed 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 Escrowed 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 Escrowed Stock Plan Resolution.

 

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PART THREE – STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Governance

BN is committed to good corporate governance. As such, we aim to continue to strengthen Board and management accountability to maintain public trust in BN, and promote the long-term interests of BN 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 sustainability matters •  Board and committee self-evaluations •  Directors attended on average approximately 95% 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

BN’s comprehensive corporate governance policies and practices are consistent with the guidelines for corporate governance adopted by Canadian Securities Administrators (“CSA”) and the TSX. BN’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 BN’s business and affairs directly and through four committees: the Audit Committee, the Governance and Nominating Committee (the “Governance Committee”), the Management Resources and Compensation Committee (the “Compensation Committee”) and the Risk Management Committee (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 BN’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 BN’s long-term strategic planning process and reviewing and approving its annual business plan;

 

•

overseeing management’s approach to managing the key risks facing BN;

 

•

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

 

•

promoting effective corporate governance;

 

•

overseeing BN’s sustainability program and related practices;

 

•

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;

 

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•

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 BN’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 BN or their ability to serve as a director. The Charter of Expectations is reviewed annually and a copy is posted on BN’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 BN’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 BN’s annual business plan and long-term strategy.

In 2023, there were eight regularly scheduled Board meetings. In addition, the annual strategy session was held in December 2023.

Eight regular meetings and one strategy session are scheduled for 2024.

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 in 2023.

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. BN 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 Committee of the Board, which evaluates director independence based on the guidelines set forth under applicable securities laws.

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.

 

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Director Nominee		Independent		Affiliated		Management		Reason for Affiliated or Management Status
M. Elyse Allan		✓
Jeffrey M. Blidner				✓		✓		Mr. Blidner is a Vice Chair of Brookfield 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 Brookfield Corporation
Janice Fukakusa		✓
Brian D. Lawson				✓		✓		Mr. Lawson is a Vice Chair of Brookfield 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 Brookfield 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 BN (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 BN or any of its affiliates, (ii) performed more than a de minimis amount of services for BN or any of its affiliates, or (iii) had any material business or professional relationship with BN other than as a director of BN.“De minimis” for the purpose of this test includes factors such as the relevance of a director’s interest in BN to themselves and to BN.

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

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, BN 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 BN 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 BN’s process to identify candidates for election to the Board). Assuming all 14 director nominees are elected at the meeting, three new directors will have joined the Board over the past five years, which represents a turnover of approximately 21% of the Board. The Board tenure profile of BN is set out below.

 

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Board Diversity Policy

BN is committed to enhancing the diversity of the Board. Our deep roots in many global jurisdictions inform our perspective on diversity and our view that the 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:

 

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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;

 

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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

 

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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 14 directors, two directors self-identify as ethnically diverse and six are women. Therefore, if all of the director nominees are elected at the meeting, 14% of the Board will continue to be ethnically diverse, and 75% of the independent directors and approximately 43% of the entire Board will be women, as shown in the gender metrics table below for the director nominees:

 

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

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 BN believes that directors can better represent shareholders if they have economic exposure to BN themselves. BN requires that each

 

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director hold Class A Shares, Exchangeable Class A Shares, Restricted Shares and/or Deferred Share Units (“DSUs”) in BN having, in the aggregate, a value equal to at least three times the director’s annual retainer fee (“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. All directors are required to take one-half of their Annual Retainer in the form of DSUs.

Director Orientation

BN’s director orientation program consists of private educational sessions with members of senior management and a comprehensive orientation package. These sessions include information on BN’s various businesses, its culture, its corporate governance practices, its approach to sustainability matters and risk management, as well as information regarding the Board and Committees framework in place to manage BN’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 BN.

Director Education and Site Visits

BN provides regular continuing education for directors. Time is set aside at all regularly scheduled Board meetings for presentations on different areas of BN’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 BN in order to further educate the directors about BN and its business and activities. 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 BN’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 the next generation of executives and better enable the Board to assess BN’s bench strength from a succession standpoint.

BN’s quarterly Board materials include a general market report which incorporates detailed information on developed and emerging economies. 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 2023, sessions included the following topics to name a few, global labor markets and office trends, the disruption risks and opportunities presented by the evolution of artificial intelligence, residential infrastructure strategies, transport logistics infrastructure, updates on sustainability, which included updates to regulations and reporting, risk management, decarbonization and net-zero targets.

In addition, the Board has an established practice of undertaking off-site visits to BN’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 BN’s major businesses by viewing the operations firsthand and meeting in person with local management. In June 2023, two directors visited the Vogtle Nuclear Generating Station in Georgia, U.S. where Westinghouse Electric Company (“WEC”) is developing two new AP1000 nuclear reactors for Georgia Power. The Vogtle facility is owned by Georgia Power and includes four Westinghouse reactors. During the visit, directors met senior leaders from the Brookfield Renewable group and WEC, listened to an overview of WEC and its new plant offerings, went on a site tour focused on the construction site of one of the reactors, and had dinner with senior WEC engineers working on the project. In October 2023, the Board travelled to London, U.K. together with members of senior management. During this off-site, in addition to quarterly Board business, the Board attended presentations covering updates on the U.K. and Europe markets and key investments across the businesses and met with representatives from key investor, banking and strategic relationships in the region. The Board also attended site visits at Canary Wharf in London and the Harwell Science and Innovation Centre in Oxfordshire and interacted with Brookfield employees and portfolio company management in the region through a series of organized events.

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

 

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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 BN’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. There are currently no interlocking board or committee memberships among the directors of BN.

Committees of the Board

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

 

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Audit Committee;

 

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Governance and Nominating Committee;

 

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Management Resources and Compensation Committee; and

 

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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 BN’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 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 BN’s systems and procedures for financial reporting and associated internal controls, and the performance of BN’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 BN’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 BN’s external auditor and internal auditors, without management present, to discuss and review specific issues as appropriate. The Audit Committee met eight times in 2023.

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 BN. Further, the Audit Committee requires that all its members disclose any form of association with a present or former internal or external auditor of BN to the Board for a determination as to whether this association affects the independent status of the director.

As at April 18, 2024, the Audit Committee was comprised of the following three directors: Mses. Janice Fukakusa (Chair) and 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

 

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for approximately ten years, and is a Fellow Chartered Professional Accountant. 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 & Gamble Company. Mr. Miranda is the retired Chief Executive Officer of Endesa, S.A., the largest electric utility company in Spain, and in this capacity oversaw the preparation of financial statements for Endesa, S.A. Mses. Fukakusa and Braly and Mr. Miranda were members of the Audit Committee throughout 2023.

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 46 to 47 of BN’s Annual Information Form for the year ended December 31, 2023 (the “AIF”) which is available on SEDAR+ at www.sedarplus.ca 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 BN’s statement of corporate governance practices; and to review and recommend the directors’ compensation. The Governance Committee met three times in 2023.

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 also 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 BN’s approach to sustainability matters which includes a review of BN’s current and proposed sustainability initiatives and any material disclosures regarding sustainability matters.

In addition, on an annual basis, the Governance Committee reviews and recommends for approval to the Board, a number of BN’s conduct guidelines and corporate policies, including the Code of Business Conduct and Ethics (the “Code”) and guidelines which apply to BN’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 18, 2024, the Governance Committee was comprised of the following three directors: Mr. Frank J. McKenna (Chair) and Mses. Hutham S. Olayan and Diana L. Taylor, all of whom are independent directors. Mr. McKenna also serves as the Board’s Chair. Mr. McKenna and Mses. Olayan (since June 2023) and Taylor were members of the Governance Committee during 2023.

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

 

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through BN’s ethics hotline, a referral from BN’s human resources department, or the Risk Management Committee. The Compensation Committee met two times in 2023.

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 BN’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 18, 2024, 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. Ms. Taylor, Mr. Miranda (since March 2023) and Ms. Kempston Darkes were members of the Compensation Committee during 2023.

Risk Management Committee

The Risk Management Committee is responsible for monitoring BN’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 2023.

As at April 18, 2024, 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 2023.

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, a summary of any decisions that the Committee made and any other information that the Committee deems relevant. 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.

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 individual director’s contributions. This interview process also includes a peer review, where each director provides 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.

 

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Board and Management Responsibilities

Separate Chair and CEO

BN has a separate Chair and CEO and the Chair is an independent director. The Chair is Mr. Frank J. McKenna 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 BN’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 BN 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 BN and, subject to approved policies and direction by the Board, manages the business and affairs of BN 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 BN; presenting to the Board for approval BN’s capital and operating plans on an ongoing basis; acting as the primary spokesperson for BN; presenting to the Board for approval an annual assessment of senior management and succession plans; appointing or terminating senior executives of BN; setting the direction for BN’s approach to sustainability 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 BN’s financial reporting and public disclosures.

Management’s Relationship to the Board

BN’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.

Strategic Planning

The Board oversees BN’s strategy of deploying its capital across our three core businesses—asset management, insurance solutions, and our operating businesses—to build long-term wealth for institutions and individuals around the world. To facilitate this strategy, BN develops an annual business plan to ensure the compatibility of shareholder, Board and management views on BN’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 BN’s business model and annual business plan, which focus on optimizing synergies within the broader Brookfield ecosystem to enhance value and the redeployment of the substantial free cash flows we retain towards supporting the growth of our three core businesses, investing in new strategic opportunities and share buybacks. BN’s strategic plan is designed to deliver 15%+ annualized returns to shareholders over the long term. The Board evaluates the strategic plan and management’s annual accomplishments versus the corporate objectives set forth in the plan at the annual strategy session.

The Board approves the annual business plan, which guides senior management in the conduct of BN’s affairs over the ensuing year. This typically occurs in December of each year, where the Board reviews and provides input into

 

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management’s business plan for the coming five-years. Material proposed deviations from the approved annual business plan are reported to and considered by the Board.

Time is spent at each Board meeting discussing BN’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 BN and its businesses, based on which adjustments to BN’s strategy may be considered.

Risk Management Oversight

Managing risk is an integral part of the Board’s activities. BN has established a risk management framework for managing risks across the organization and the Board plays a central role in overseeing disciplined and focused approach to risk management.

Given the diversification and scope of BN’s operations, BN 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 of each business vary based on its unique nature and operational characteristics. At the same time, BN utilizes a coordinated approach to risks with the potential to impact BN’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 BN, 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 BN’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.

Governance and Nominating Committee

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

Management Resources and Compensation Committee

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

Risk Management Committee

Oversees the management of BN’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 BN has an appropriate risk taking philosophy and suitable risk capacity.

Related Party Transactions

Pursuant to its charter, the Governance Committee is responsible for reviewing and conducting oversight of all significant related party transactions involving BN and situations involving a potential conflict of interest, which includes transactions between BN and an executive officer, director, principal shareholder or their immediate family members. The Governance Committee is also responsible for ensuring that no related party transaction entered into is inconsistent with the interests of BN and its shareholders. Where a related party transaction or situation involving a potential conflict of interest is required to be dealt with by an independent special committee pursuant to applicable securities laws, BN will form such a committee.

 

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See “Governance and Nominating Committee” on page 32 of this Circular for more information about the Governance Committee.

Sustainability

Sustainability at Brookfield

Our sustainability strategy is centered on supporting business resilience and value creation for our investors and stakeholders—now and in the future. We manage our investments by combining economic goals with responsible corporate citizenship. This is consistent with our longstanding investment philosophy and experience that conducting business with a long-term perspective in a sustainable and ethical manner maximizes value. It also requires operating with robust sustainability principles and practices.

While sustainability principles have long been embedded in how we run our business, we determined to formalize our approach in 2016 when we published Brookfield’s sustainability principles in our global Sustainability Policy. Our Sustainability Policy codifies our longstanding strategy of integrating sustainability considerations into our decision-making and day-to-day asset management activities. This policy is reviewed annually and updated periodically by senior executives at Brookfield, as well as each of Brookfield’s business groups². Our Sustainability Policy outlines our approach and is based on the following guiding principles:

Mitigate the impact of our operations on the environment

 

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Strive to minimize the environmental impact of our operations and improve our efficient use of resources over time.

 

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Support the goal of reaching net-zero greenhouse gas (“GHG”) emissions by 2050 or sooner.

Strive to ensure the well-being and safety of employees

 

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Foster a positive work environment based on respect for human rights, valuing diversity and having zero tolerance for workplace discrimination, violence or harassment.

 

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Operate with leading health and safety practices to support the goal of achieving zero serious safety incidents.

Uphold strong governance practices

 

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Operate to the highest ethical standards by conducting business activities in accordance with our Code.

 

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Maintain strong stakeholder relationships through transparency and active engagement.

Be good corporate citizens

 

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Strive to ensure the interests, safety and well-being of the communities in which we operate are integrated into our business decisions.

 

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Support philanthropy and volunteerism by our employees.

Sustainability Affiliations and Partnerships

Through our engagement with sustainability frameworks and organizations, we continue to be actively involved in discussions to advance sustainability awareness across private and public markets, and we are continuing to enhance our sustainability reporting and protocols in line with evolving best practices. The following are some of the frameworks and organizations with which we are affiliated:

 

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Net Zero Asset Managers (“NZAM”) initiative – We have been a signatory to NZAM since 2021 and are committed to supporting the ambition of net-zero GHG emissions by 2050 or sooner, emphasizing our alignment with the Paris Agreement.

 

 

2	BN’s business groups consist of our three core businesses — asset management, insurance solutions and our operating businesses, renewable power and transition, infrastructure, private equity and real estate.

 

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Task Force on Climate-related Financial Disclosures (“TCFD”) – We have been supporters since 2021 of the TCFD, which aims to guide companies in considering the effects of climate change in business and financial decisions, and we report in alignment with their recommendations.

 

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Principles for Responsible Investment (“PRI”) – We have been signatories to the PRI since 2020, which reinforces our longstanding commitment to responsible investment and sustainability best practices.

 

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International Financial Reporting Standards (“IFRS”) Sustainability Alliance – We are members of the IFRS Sustainability Alliance, a global program established to develop globally accepted accounting and sustainability disclosures.

 

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Sustainable Markets Initiative’s (“SMI”) Asset Manager and Asset Owner (“AMAO”) Task Force – We have been involved with SMI’s AMAO Task Force since 2021. This initiative focuses on scalable ways for institutional investors to allocate capital towards sustainable solutions leveraging expertise from each member firm.

Sustainability Organization and Governance

Upholding robust sustainability programs throughout our firm, business groups and underlying portfolio companies remains an important priority.

We understand that good governance is essential to sustainable business operations. Oversight of sustainability matters is integrated into Brookfield’s overall governance framework and is aligned with our governance approach. We are committed to upholding strong practices to monitor and oversee our business, including our overall approach to sustainability.

Our Board is focused on maintaining strong corporate governance of our sustainability practices in a manner that prioritizes the interests of our shareholders and other stakeholders. The Board has oversight of our business and affairs, reviews major strategic initiatives, and receives progress reports on the firm’s sustainability initiatives throughout the year.

Our approach to sustainability has sponsorship and oversight from senior leadership within each business group including each group’s CEO and Sustainability Lead, supported by other senior executives of Brookfield, including its Chief Operating Officer (COO) (Governance and Risk Management), Head of Transition Investing (Decarbonization and Investment), Head of Sustainability Management, working in collaboration with Brookfield’s CFO (GHG Reporting and Measurement).

Because sustainability covers a vast range of priorities that are varied in scope, we believe that sustainability initiatives should be overseen by individuals closest to the particular business activity. Functional leads are responsible for developing, implementing and monitoring relevant sustainability factors within their functional area, such as Risk Management and Human Resources. Management teams and committees, such as our Net Zero Steering Committee and Safety Leadership Committee, bring together the required expertise to manage key components of sustainability, ensuring appropriate application and coordination of approaches across our business and functional groups. Supporting our leaders in our business groups and our Management Committees, we have Working Groups, such as the Sustainability Working Group, Net Zero Operational Committee and Sustainability Financial Reporting Working Group, dedicated to specialized areas that develop and coordinate initiatives to advance Brookfield’s sustainability priorities.

Collaboration is a hallmark of our management approach and each of our business groups has appointed a Sustainability Lead who are overseen and accountable to the business group’s senior leadership, including its CEO. Supported by functional experts across various sustainability-related priorities, this group works collaboratively with our Management Committees and are members of Working Groups to drive sustainability-related initiatives.

Sustainability Integration into the Investment Process

As part of investment due diligence, Brookfield seeks to assess sustainability-related opportunities and risks and factor them into the overall investment decision. This includes leveraging leading industry guidance to identify sustainability factors most likely to materially impact the financial condition or operating performance of companies in a sector. As part of our Sustainability Due Diligence Protocol, Brookfield provides specific guidance to investment teams on assessing climate change, bribery and corruption, cybersecurity, health and safety and human rights and modern slavery risks. Where warranted, Brookfield performs deeper due diligence, working with internal and third-party experts as appropriate.

 

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All investments must be approved by the applicable Investment Committee. Investment teams outline for the Investment Committee the merits of the transaction and the material risks, mitigants and significant opportunities for improvement, including those related to sustainability.

As part of each acquisition³, investment teams create a tailored integration plan that includes, among other things, material sustainability-related matters for review or execution. We believe there is a strong correlation between managing these considerations appropriately and enhancing investment returns.

Consistent with our management approach, it is the responsibility of the management teams within each portfolio company to manage sustainability risks and opportunities through the investment’s lifecycle, supported by the applicable investment team within Brookfield. The combination of local accountability and expertise with Brookfield’s investment and operating experience and insight is important when managing a wide range of asset types across jurisdictions. We leverage these capabilities in collaborating on sustainability initiatives, where appropriate, to drive best practices and assist with any remediation. Where appropriate, we encourage our portfolio companies to organize training on a variety of sustainability functions for relevant staff.

Management teams regularly report to their respective boards of directors from both financial and operating perspectives, including key performance indicators that incorporate material sustainability factors, such as health and safety, environmental management, compliance with regulatory requirements, and, increasingly, GHG emissions.

For investments where Brookfield has a non-controlling interest (for example, where we are a debt holder or in other circumstances where Brookfield does not have the ability to exercise influence through its contractual rights), Brookfield actively monitors the performance of its investments and, where appropriate, utilizes its stewardship practices to encourage sustainability outcomes that are aligned with Brookfield’s sustainability approach.

When preparing an asset for divestiture, we outline potential value creation deriving from several different factors, including relevant sustainability considerations. Where applicable, we also prepare both qualitative and quantitative data that summarize the sustainability performance of the investment and provide a holistic understanding of how we have managed the investment during the holding period.

Stewardship and Engagement

Stewardship is an important element of our sustainability strategy, and we have defined it in alignment with the PRI. We seek to engage with our portfolio companies and collaborate with industry peers to help inform and improve our sustainability strategies and practices. Though the majority of our investments are in private markets, we will use our Proxy Voting Guidelines, where applicable, and ensure our disclosures address how we incorporate sustainability factors into our investment process. In managing our assets, we utilize our significant influence and investing and operating capabilities in collaborating with our portfolio companies to encourage sound sustainability practices that are essential for resilient businesses, while seeking to create long-term value for our investors and stakeholders. As well, through our ongoing engagement with portfolio companies, we may partner with or support our portfolio companies to facilitate dialogue with external stakeholders with the intent of constructively contributing to the development of industry standards or practices that are aligned with our sustainability principles and opportunities to create value.

Below is a summary of some of the sustainability initiatives that we undertook in 2023.

Environmental

Climate change mitigation and adaptation continues to be a key area of focus for our business. Brookfield believes it can contribute meaningfully to the global economy’s transition to net-zero.

Increased transparency and alignment to the TCFD

Since becoming supporters of the TCFD in 2021, Brookfield has made progress on aligning with the TCFD’s recommended disclosures. We have also implemented a climate risk assessment process to better understand the physical risk and transition risk and opportunity profile across our businesses. We leverage the results of the assessment to identify improvement

 

 

3	Refers to investments where Brookfield has control and significant influence.

 

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opportunities in approaching climate change mitigation and adaptation and continue to work to integrate those considerations into Brookfield’s business.

Decarbonization: Supporting the World’s Transition to a Net-Zero Economy

We recognize that the road to a net-zero economy will take time, requiring the alignment of government policy and technological development. We intend to support this goal by contributing operational and investment expertise to execute practical decarbonization strategies that prepare businesses for the future economy. We also consider decarbonization to be an important long-term transition risk mitigation strategy that is complementary to preserving and enhancing value.

We remain focused on our sustainability approach, which, at its core, is aligned with our fiduciary duty to create long-term value for our investors and stakeholders, while managing our businesses responsibly. We will continue to acquire long-life assets and businesses that can generate stable cash flows that grow over time. We believe that with proper management and stewardship, including preparing them for a low-carbon future, these assets will tend to increase in value over time.

We are focused on developing foundational processes to catalyze decarbonization and will continue to take action across all of our businesses. We are focused on providing support to our businesses through the sharing of best practices and resources, as well as regular and systematic monitoring to understand our progress.

Net Zero Asset Managers initiative

To support the transition to a net-zero carbon economy, Brookfield is a signatory to the Net Zero Asset Managers initiative. NZAM is a group of international asset managers committed to supporting the goal of net-zero GHG emissions by 2050 or sooner.

Following the formalization in 2022 of our interim target commitment, in 2023, and ahead of NZAM’s requirements, we increased our interim target commitment by $54 billion of assets under management. Our updated interim target commitment is to reduce emissions across $201 billion of assets under management by at least 50% from a 2020 base year.

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

 

a.

We have control and therefore sufficient influence over the outcomes;

 

b.

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

 

c.

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.

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 our assets under management. In undertaking this work, we will focus our net-zero efforts on investments where we have the best opportunity to achieve meaningful outcomes.

In addition to the work that we are undertaking with our existing assets, two years ago we launched the Brookfield Global Transition Fund I, the first in a series of transition-focused funds that is dedicated to accelerating the transition to a net-zero economy by catalyzing businesses onto net-zero pathways aligned with the goals of the Paris Agreement. Brookfield Global Transition Fund II, launched in 2023, will follow the strategy of its predecessor fund, and invest in developing new clean energy capacity, scaling sustainable solutions and providing capital for transforming businesses in carbon-intensive sectors. At COP28, Brookfield and Altérra, announced the creation of a multi-billion dollar Catalytic Transition Fund (“CTF”). CTF will have a differentiated and focused mandate, deploying capital exclusively in emerging and developing markets, with a dedicated focus on supporting energy transition, industrial decarbonization, sustainable living and climate technologies. In addition to driving impact through transition investing, including supporting the growth of significant new clean energy capacity, we are one of the world’s largest owners and operators of renewable power globally.

 

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Water, Waste & Biodiversity

Reducing the impact of our water consumption and waste generation helps build efficient systems, business resiliency and contributes to a sustainable future. We seek to utilize best practices to efficiently monitor water usage, and for certain portfolio companies manage performance, with the objective to seek opportunities for water consumption reduction. In addition, we adhere to all applicable local and regional waste regulations and track waste and recycling metrics. Encouraging conservation of biodiversity is an important component in achieving our net-zero goals and managing physical risks as we strive to protect biodiversity and ecosystems near our businesses.

Social

Culture Matters: Human Capital Development

Our people are our most important asset. Brookfield invests in its people and prepares them for future leadership. Everything Brookfield does, from its dealings with clients to the interactions among its employees and executives, is governed by a sense of fairness. This has been critical to the success of the partnership in building relationships that are long-lasting and mutually rewarding. Brookfield’s firmwide culture is defined by mutual respect, teamwork and passion, and revolves around our core values:

 

•

Collaboration: Leadership works side by side with colleagues throughout the organization and is committed to achieving shared success. One of the key attributes that Brookfield screens carefully for in new hires is their aptitude to collaborate with others. The firm wants people to share information across groups and take an interest in all of our businesses, not just the one they happen to work for at the moment. Brookfield does not hire people solely for a specific job. Instead, we hire for the potential of all the future positions they might hold and that will contribute to the larger success of the firm. Brookfield actively seeks people who want to learn, grow, and develop—and demonstrate a willingness to be stretched outside their comfort zone.

 

•

Entrepreneurship: Our flat organization is results-oriented—responsibility is earned based on initiative and hard work, rather than job title—and decisions are made close to the action. This idea is not uncommon, but Brookfield has encouraged its entrepreneurial spirit throughout its growth over several decades. Brookfield seeks employees who have a passion not only for what they do but also for what the firm does. The shared values of ownership extend beyond helping the firm succeed or generate more revenue. It means caring about the little things as well, such as being prudent with firm resources (thinking like owners) and treating everyone with respect.

 

•

Discipline: Our team shares an awareness of, and commitment to, our goal of generating superior long-term returns for investors. Discipline also requires that each person is expected to have a realistic understanding of their own abilities. Brookfield expects employees to understand their strengths, recognize their weaknesses, be willing to stretch outside their comfort zones, and be willing to ask for help when necessary.

These three attributes—collaboration, entrepreneurship, and discipline—form the foundation of Brookfield. By hiring talented people and giving them opportunities to move among different businesses, we have been able to build our expertise into a broad ecosystem that facilitates very effective collaboration across different areas and geographies as needed. Among other things, this ecosystem enables teams to draw on sound data and expertise to identify emergent themes—informing their investment process and providing actionable intelligence for the benefit of our investors.

Employee Composition

Building a diverse and inclusive work environment reinforces our culture of collaboration and strengthens our ability to develop and promote all of our people to their potential. Our approach to diversity and inclusion is deliberate and integrated into our human capital development processes and initiatives. Our initial focus on gender diversity led to a significant increase in female representation at the senior levels of the organization. Over the past few years, we have commenced applying the same disciplined human capital processes and development activities to foster more ethnic diversity and are immediately seeing the results of these efforts. Brookfield has established a global process for employees to self-identify their ethnicity. This information assists Brookfield in identifying specific areas of focus related to increasing ethnic diversity. These results demonstrate Brookfield’s current state of diversity as at April 1, 2024:

 

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Global Ethnic Diversity Metrics
White			48	%
Asian			32	%
Black			5	%
Hispanic			3	%
Two or More Races			6	%
Did Not Respond or Declined to  Self-Identify			6	%

Some of our more impactful initiatives are centered around how we hire, our succession process and how we engage our people. We are involved with several organizations to promote diverse representation in our talent pool, including summer interns and MBA Associates. Our succession process includes identifying a diverse slate of candidates and focuses on the development of early career candidates through stretch roles and exposure. We support a number of Employee Resource Groups organized by employees around shared interests, characteristics or experiences.

Occupational Health and Safety

Managing health and safety risk is an integral part of the management of our business. Our goal is to have zero serious safety incidents. We have implemented a health and safety governance initiative to propagate a strong health and safety culture, encourage the sharing of best practices, support the continuous improvement of safety performance and help eliminate serious safety incidents. The initiative is overseen by the Safety Leadership Committee, which comprises senior operations executives from across our business groups and regions, and reports on health and safety trends and key initiatives, which are provided to the Board as part of the quarterly operational risk update. Portfolio company management is responsible for ensuring that their company’s health and safety policies and systems are developed, operationalized, and reviewed regularly to address their specific risk areas. Portfolio company CEOs report to their respective board of directors on safety performance, incidents, and the status of improvement initiatives.

Human Rights and Modern Slavery

In relation to human rights, we seek to act in a way that aligns with the Organization for Economic Co-operation and Development Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and Human Rights. We are committed to conducting our business in an ethical and responsible manner, including by carrying out our activities in a manner that respects fundamental human rights and supports the prevention of human rights violations within our business. We strive to embed this into our core business activities, including training, communications, contracts and due diligence processes set out in our Human Rights and Anti-Modern Slavery Policy (“Human Rights Policy”), Sustainability Due Diligence Protocol and Vendor Management Program.

Integrity, fairness and respect are hallmarks of our culture, including by carrying out our activities by respecting fundamental human rights and our efforts to identify and prevent human rights violations within our business and supply chain. We are committed to maintaining a workplace free of discrimination, violence and harassment and we expect our staff to act in a way which promotes a positive working environment. Our Human Rights Policy aims to codify our approach to minimizing the risk of modern slavery within our business and supply chain. We also have specific tools and processes aimed at identifying human rights and modern slavery as part of due diligence for new investments and which include risk assessments, remedies, training and governance.

In addition, our Human Rights Policy consolidates the relevant commitments set out in the Code, Sustainability Policy, financial crimes policies, and the Whistleblowing Policy. We also have several additional policies and procedures that provide guidance on the identification of human rights and modern slavery risks and the steps to be taken to mitigate these risks. These include our Vendor Code of Conduct, Anti-Money Laundering and Trade Sanctions Policy and Positive Work Environment Policy. We are cognizant of the fact that the risks of human rights, modern slavery and human trafficking are complex and evolving, and we will continue to work on addressing them.

 

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Governance

Strong governance is essential to sustainable business operations, and we aim to conduct our business according to high ethical and legal standards.

Sustainability Regulation and Frameworks

Our governance practices are the foundation upon which we operate our business. We continue to adapt and enhance our policies to meet evolving standards and regulations in our industry, including legislation, guidelines and practices in all jurisdictions in which we operate.

We seek to continuously improve and refine our processes by actively participating in the development and implementation of new industry standards and best practices.

Data Privacy and Cybersecurity

Data privacy and cybersecurity remain key sustainability focus areas. Brookfield undertook initiatives to further enhance our data protection and threat-intelligence capabilities, and Brookfield worked on improving our processes for third-party risk management. In 2023, Brookfield reviews and updates our cybersecurity program annually and conducts regular external-party assessments of our program maturity based on the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. In addition to continued mandatory cybersecurity education for all employees, Brookfield enhanced our phishing simulations to include more advanced simulations and social engineering.

Communication and Disclosure Policies

BN has a disclosure policy (the “Disclosure Policy”) that summarizes its policies and practices regarding public disclosures of information to investors, analysts and the media. The Disclosure Policy ensures that BN’s communications with the investment community are timely, consistent and in compliance with all applicable securities legislation. The Disclosure Policy is reviewed annually by the Board and is posted on BN’s website, https://bn.brookfield.com under “Corporate Governance.”

BN keeps its shareholders informed of progress and developments through a comprehensive annual report, quarterly interim reports and periodic news releases. BN’s website provides summary information and ready access to its published reports, news releases, statutory filings and supplementary information provided to analysts and investors. BN may, subject to applicable securities laws, disseminate important information exclusively via its website and shareholders and others should consult the website to access this information regarding BN and its affairs.

Management and shareholders participate virtually at the annual meeting of shareholders and in person at the annual investor day in New York (“Investor Day”), and management is available to respond to questions at these events. At Investor Day, management makes presentations to shareholders, investors and analysts on our recent performance, our plans for the future and our prospects. Shareholders who wish to contact the Chair or other Board members can do so through the Corporate Secretary of BN by phone at 1-866-989-0311 or by email at bn.enquiries@brookfield.com.

BN also maintains an investor relations program to respond to inquiries in a timely manner. Management meets on a regular basis with investors and investment analysts and hosts quarterly conference calls by webcast to discuss BN’s financial results, with a transcript of these calls posted on BN’s website. Management ensures that the media are kept informed of developments on a timely basis and have an opportunity to meet and discuss these developments with BN’s designated spokespersons.

Code of Business Conduct and Ethics

BN’s policy is that all its activities be conducted with honesty and integrity and in compliance with all applicable legal and regulatory requirements. To that end, BN maintains the Code and a Positive Work Environment Policy, which is incorporated into the Code. Together, these policies set out the guidelines and principles for how directors and employees should conduct themselves as members of the BN team. Preserving our corporate culture is vital to the organization and following the Code, including our Positive Work Environment Policy, is a critical component of achieving this.

 

 

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All directors, officers and employees of BN are required to provide a written acknowledgment upon joining BN that they are familiar with and will comply with the Code. All directors, officers and employees of BN are required to provide this same acknowledgment annually.

The Board annually reviews the Code to consider whether to approve changes in BN’s standards and practices. Compliance with the Code is monitored by the Board through its Risk Management Committee, which receives regular reports on any non-compliance issues from BN’s internal auditors. The Code is available on BN’s website, https://bn.brookfield.com under “Corporate Governance” and has been filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.

 

 

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Report of the Audit Committee

 

The following is a summary of the Audit Committee’s work during 2023, in accordance with its Charter:		MANDATE   The Audit Committee oversees BN’s financial reporting and disclosure, and compliance with applicable laws and regulations governing financial reporting and disclosure.   The Audit Committee Charter and the Audit Committee Chair’s position description are available at https:// bn.brookfield.com under “Corporate Governance.”
Financial Reporting
✓  Reviewed the annual and interim financial statements, external auditor’s reports, management’s discussion and analysis, supplemental information, financial news releases, officer certifications and all other disclosure documents containing material audited or unaudited financial information
✓  Reviewed reports related to, and monitored the effectiveness of, disclosure controls, systems and procedures and internal controls over financial statements and reporting
✓  Received presentations from management on areas relevant to the Audit Committee’s oversight of financial reporting and the role of the Audit Committee in reviewing consolidated financial information of BN
✓  Remained responsible for the review of reports related to any allegations of financial reporting fraud or misconduct reported through BN’s ethics hotline or otherwise, including those reported by employees of wholly owned or controlled operating businesses   External Auditor
✓  Recommended the firm of chartered accountants to be nominated for appointment as the external auditor by BN’s shareholders
✓  Evaluated the external auditor’s performance and monitored the quality and effectiveness of the relationship among the external auditor, management and the Audit Committee
✓  Reviewed and approved proposed external audit engagement and fees for the year
✓  Monitored the independence of the external auditor and received the external auditor’s report on its independence
✓  Reviewed the planned scope of the audit, the areas of special emphasis and the materiality thresholds proposed to be employed
✓  Approved the Audit Policy governing the pre-approval of audit and non-audit services provided by the external auditor to BN and the ratification of services delivered
✓  Reviewed reports from the external auditor on internal control issues identified in the course of its audit and attestation activities
✓  Reviewed reports from the external auditor of BAM, Brookfield Business Partners L.P., Brookfield Renewable Partners L.P., Brookfield Infrastructure Partners L.P., Brookfield Property Partners L.P., and BNRE to understand areas of significant judgment and audit risks
✓  Met with the external auditor in private sessions after each Audit Committee meeting without management present   Internal Auditors
✓  Reviewed the quarterly activities and reports of the internal auditors, including completed audits, follow-up plans for outstanding matters raised and other priorities
✓  Received a report of BN’s plan to comply with the provisions of the Sarbanes- Oxley Act
✓  Reviewed the performance of the internal auditors
✓  Reviewed and approved the internal auditors’ audit plan
✓  Met independently with the internal auditors
Financial Literacy of Audit Committee Members
✓  Assessed the financial literacy of each Audit Committee member

 

 

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Other Duties and Responsibilities
✓  Reviewed and approved the Charter of the Audit Committee and the internal auditors
✓  Reviewed and approved the Report of the Audit Committee included in this Circular
✓  Reviewed the Audit Committee’s annual work program
✓  Monitored the governance and control activities of BN related to the responsibilities of the Audit Committee
✓  Reviewed and approved the company’s quarterly valuation analysis in respect of the United States Investment Company Act of 1940
✓  Reviewed executive officer’s expenses
✓  Monitored the quality of BN’s finance function and its alignment with the scale and breadth of BN’s business
✓  Met privately as an Audit Committee after every meeting

 

MEMBERSHIP		Janice Fukakusa, Chair Angela F. Braly Rafael Miranda
FINANCIAL LITERACY		All members are “financially literate” as required by the CSA and Ms. Fukakusa is a “designated financial expert”.
INDEPENDENCE		All members meet Board-approved independence standards which are derived from the CSA corporate governance guidelines.

For more information about the Audit Committee as required by Part 5 of NI 52-110, see the “Audit Committee Information” section on pages 46 to 47 of the AIF, which is available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.

Auditor’s Fees

See page 22 of this Circular for a description of the fees that Deloitte received for services rendered during the year ended December 31, 2023.

The Audit Committee met eight times in 2023. In addition, the Chair of the Audit Committee met regularly with the external auditor, the internal auditors and management.

This report has been adopted and approved by the Audit Committee:

Janice Fukakusa, Chair; Angela F. Braly; Rafael Miranda.

 

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Report of the Governance and Nominating Committee

 

The following is a summary of the Governance Committee’s work during 2023, in accordance with its Charter:		MANDATE   The Governance Committee oversees BN’s approach to corporate governance.   The Governance Committee Charter and the Governance Committee Chair’s position description are available at https://bn.brookfield.com under “Corporate Governance.”
Composition and Performance of the Board and its Committees (i) Director Nominations
✓  Reviewed the size, composition and diversity of the Board and its Committees
✓  Reviewed the competencies and skills represented on the Board and the skills required of directors and the Board as a whole
✓  Maintained an “evergreen” list of director candidates
✓  Approved seven Class A Share director nominees and seven Class B Share director nominees for election by the shareholders and recommended them to the Board
(ii) Evaluation of the Board, its Committees and Individual Directors
✓  Reviewed the performance of the Board, its Committees and individual directors
✓  Reviewed the process for evaluating the performance of the Board and the individual directors
✓  Reviewed and approved the current director appointments to the Committees
Director Compensation
✓  Reviewed compensation paid to the Board Chair and to the independent and affiliated directors
Disclosure
✓  Reviewed and approved the Report of the Governance Committee included in this Circular
Corporate Governance
✓  Set the Board Work Plan for 2024
✓  Evaluated and recommended enhancements to BN’s governance practices
✓  Determined the executive officers of BN
✓  Reviewed, evaluated, and approved BN’s Code of Business Conduct and Ethics, Disclosure Policy, Personal Trading Policy, Investment and Capital Markets Policy, Say on Pay Policy, Majority Voting Policy, Board and Committee Charters, the Board Position Descriptions and the Charter of Director Expectations
Sustainability Matters
✓  Oversaw BN’s approach to sustainability matters within its corporate and asset management activities, and reviewed and approved of the Committee’s Sustainability Work Plan
✓  Updated the Board on sustainability matters as necessary
✓  Monitored developments of international trends and best practices in corporate disclosure of sustainability matters
✓  Reviewed and assessed BN’s corporate responsibility strategy for sustainability matters and related reporting

 

MEMBERSHIP		Frank J. McKenna, Chair
		Hutham S. Olayan (joined on June 9, 2023)
		Diana L. Taylor
INDEPENDENCE		All members meet Board-approved independence standards which are derived from the CSA corporate governance guidelines.

The Governance Committee met three times in 2023.

This report has been adopted and approved by the members of the Governance Committee:

Frank J. McKenna, Chair; Hutham S. Olayan; Diana L. Taylor.

 

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Report of the Management Resources and Compensation Committee

 

The following is a summary of the Compensation Committee’s work during 2023, in accordance with its Charter:		MANDATE   The Compensation Committee oversees BN’s management resources and compensation strategy, plans, policies and practices.   The Compensation Committee Charter and the Compensation Committee Chair’s position description are available at https:// bn.brookfield.com under “Corporate Governance.”
Succession Planning
✓  Reviewed and assessed BN’s human capital plans
✓  Reviewed and assessed senior executive performance
✓  Assessed senior executive succession candidates
✓  Reviewed BN’s high-potential executive development initiatives
✓  Reviewed BN’s diversity and inclusion strategy, initiatives and progress
Executive Compensation Philosophy
✓  Reviewed BN’s compensation philosophy
✓  Reviewed BN’s compensation policies related to alignment of interests between its executives and the shareholders
✓  Assessed the alignment of interests of senior management through equity ownership with the creation of shareholder value over the long-term
✓  Assessed the risks associated with BN’s compensation approach, policies and practices
Appointment and Compensation of Senior Management
✓  Reviewed and approved the compensation of senior management
✓  Evaluated the Annual Management Incentive Plan and Long-Term Share Ownership Plans and reviewed the value outstanding in these plans
✓  Reviewed and approved the (i) Annual Management Incentive Plan awards and (ii) Long-Term Share Ownership Plan awards, and reviewed the future value of payouts related to share ownership awards made to senior management assuming various performance scenarios
CEO Performance, Evaluation and Compensation
✓  Evaluated the CEO’s performance
✓  Reviewed and approved the compensation of the CEO
✓  Reviewed the priorities for the CEO
Disclosure
✓  Reviewed and approved for recommendation to the Board the Report on Executive Compensation and the Report of the Compensation Committee to be included in this Circular
Other Duties and Responsibilities
✓  Reviewed and approved the Charter of the Compensation Committee
✓  Reviewed and approved the CEO position description
✓  Remained responsible for the review of allegations of workplace misconduct reported through BN’s ethics hotline or otherwise, including those reported by employees of wholly owned or controlled operating businesses

 

MEMBERSHIP		Diana L. Taylor, Chair Rafael Miranda (joined on March 3, 2023) Maureen Kempston Darkes
		The Board has restricted the criteria for membership in the Compensation Committee by requiring that not more than one-third of its members are chief executive officers of any publicly traded entity. None of the Committee members is the chief executive officer of a publicly traded entity.
INDEPENDENCE		All members meet Board-approved independence standards which are derived from the CSA corporate governance guidelines.

The Compensation Committee met two times in 2023.

This report has been adopted and approved by the members of the Compensation Committee:

Diana L. Taylor, Chair; Rafael Miranda; Maureen Kempston Darkes.

 

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