Report of the Governance, Nominating and Compensation Committee
The following is a summary of the GNCCs work during 2023, in
accordance with its Charter: 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 ✓ Approved six Class A Share director nominees and
six Class B Share director nominees for election by the shareholders at the 2023 meeting of shareholders and recommended them to the Board (ii)
Evaluation 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 independent directors
Corporate Governance
✓ Set the Board Work Plan for 2023
✓ Evaluated and recommended enhancements to BAMs governance practices
✓ Determined the executive officers of BAM
✓ Reviewed, evaluated, and recommended for approval BAMs Code of Business Conduct and
Ethics, Clawback Policy, Disclosure Policy, Personal Trading Policy, Majority Voting Policy, Board and Committee Charters, the Board Position Descriptions and the Charter of Director Expectations
Sustainability Matters
✓ Oversaw BAMs approach to sustainability matters within its corporate and asset management
activities, and reviewed and approved the Committees Sustainability Work Plan ✓ Updated
the Board on sustainability matter as necessary ✓ Monitored developments of international
trends and best practices in corporate disclosure of sustainability matters ✓ Reviewed and
assessed BAMs corporate responsibility strategy for sustainability matters and related reporting Succession Planning
✓ Reviewed and assessed BAMs management resource planning program
✓ Reviewed and assessed senior executive performance
✓ Assessed senior executive succession candidates
✓ Reviewed BAMs diversity and high-potential executive development initiatives
✓ Reviewed BAMs diversity and inclusion strategy, initiatives and progress
Executive Compensation Philosophy
✓ Reviewed BAMs compensation philosophy
✓ Reviewed BAMs 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 BAMs 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 |