The following is a summary of the significant ways in which Brookfield Office Properties’ corporate governance practices differ from those required to be followed by U.S. domestic issuers under the New York Stock Exchange Listed Company Manual (the "NYSE Rules"). Except as described in this summary, Brookfield Office Properties is in compliance with the NYSE Rules in all significant respects.
As set out under “Principal Holders of Voting Shares,” in Brookfield Office Properties’ Management Proxy Circular dated March 30, 2011 Brookfield Asset Management Inc. owns approximately 50% of Brookfield Office Properties’ Common shares and 97% of Brookfield Office Properties’ Class A Redeemable Voting preferred shares. As such, we are a controlled company as defined by the NYSE Rules and have chosen to rely on the “controlled companies exemption” with respect to certain independence requirements under the NYSE Rules. Our Human Resources and Compensation Committee is comprised of a majority of independent directors and it has one Brookfield Asset Management Inc. representative. Our Audit Committee and the Governance and Nominating Committee are each comprised solely of independent directors. The board of directors believes that it has an appropriate mix of directors on its committees to effectively oversee our business plan and management’s performance.