The duties of the Investment Committee include:

• Reviewing all proposals regarding investments
• Approving or rejecting proposed acquisitions and disposition of investments
• Approving proposed transactions
• Approving or rejecting all borrowings and the assumption or granting of any mortgage or other security interest in real property

The duties of the Audit Committee include:

• Reviewing SmartCentres’ procedures for internal control with the external auditors and SmartCentres’ Chief Financial Officer
• Reviewing the engagement of the external auditors
• Reviewing and recommending to the Trustees for approval, annual and quarterly financial statements and management’s discussion and analysis of the financial condition and results of operation
• Assessing SmartCentres’ financial and accounting personnel
• Reviewing any significant transactions outside SmartCentres’ ordinary course of business and all pending litigation involving SmartCentres
• Consider and review cyber security and related risks
• Consider and review SmartCentres’ Enterprise Risk Management Plan

The duties of the Corporate Governance and Compensation Committee include:

• Assessing the effectiveness of the Board of Trustees and each of its committees
• Considering questions of management succession
• Participating in the recruitment and selection of candidates as Trustees
• Considering and approving proposals by the Trustees of SmartCentres to engage outside advisors on behalf of the Board
• Administering SmartCentres’ long-term incentive plan
• Assessing the performance of the Chief Executive Officer
• Reviewing and approving the compensation of senior management and consultants of SmartCentres
• Reviewing and making recommendations to the Board concerning the level and nature of the compensation payable to the Trustees

The duties of the Independent Committee include:

• To review all of the relevant facts and circumstances of all related party transactions that require the Independent Committee approval and either approve or disapprove of the entry into such transaction;
• To conduct, or direct and supervise the conduct of, any negotiations or discussions on behalf of SmartCentres with respect to a related party transaction;
• To consider and make such recommendations to the Board regarding a related party transaction and such other matters as the Independence Committee may deem necessary or advisable; and
• To participate in the preparation of, and review and approve any documentation and public disclosure related to a related party transaction, as the Independent Committee may deem necessary or advisable.

The ESG subcommittee shall:

• Oversee SmartCentres’ ESG strategy and approach to ESG matters (other than those which are overseen by the CG&CC);
• Review SmartCentres’ process for determining its short and long-term ESG objectives and measures, including the choice of any reporting standards used by SmartCentres and the results of any internal and external stakeholder engagement with respect to identifying key objectives and measures for purposes of reporting to stakeholders;
• Monitor emerging trends, risks or issues related to ESG;
• Review key policies, management systems and programs to monitor health, safety, environmental, and social performance, and the adequacy of SmartCentres’ resources and systems for such purposes;
• Review SmartCentres’ performance against its short- and long-term ESG objectives and measures, and review SmartCentres’ plans to improve its performance with respect to ESG practices; and
• Review any financial disclosures relating to ESG and report to the Audit Committee on the results of the review.

The Board has adopted a written Code of Conduct for the Trustees, Directors, Officers and Employees of SmartCentres. The Code of Conduct stipulates that such persons will treat each other, customers, suppliers, security holders and all other persons with goodwill, trust, and respect.

The Code of Conduct strives to create a culture in SmartCentresthat values honesty, high ethical standards and compliance with laws, rules and regulations. In addition, SmartCentres has approved the following policies human rights, equal opportunity employment, sexual harassment, workplace harassment and insider trading. The Trust also has a “whistleblower” policy that sets out procedures, which allow Trustees, Officers, Employees, Tenants and Suppliers to file reports on a confidential and anonymous basis regarding any impropriety.