Brookfield Business : Management Information Circular 2025
BBUC.TO
Published on 05/09/2025 at 09:59
Brookfield
2 0 2
Brookfield Business
Corporation
M A N A G E M E N T I N F 0 R M A T 1 0 N
C I R C U L A R
Annual General Meeting - june 10, 2025
An Annual General Meeting of Shareholders of Brookfield Business Corporation (the "Corporation" or "BBUC") will be held on Tuesday, June 10, 2025 at 9:00 a.m. Eastern Daylight Time ("EDT") in a virtual meeting format to:
receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2024, including the external auditor's report thereon;
elect the board of directors of the Corporation; and
appoint the external auditor of the Corporation and authorize the board of directors of the Corporation to set its remuneration.
We will also consider any other business that may properly come before the meeting.
This year's meeting will be held in a virtual meeting format only. The Corporation holds its shareholder meetings in virtual-only format as a cost-effective and sustainable means of engaging with shareholders in a manner that affords equal opportunity to all shareholders to take part in the meeting. 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 visiting https://meetings.lumiconnect.com/400-065-891-928 and entering your control number and password "BBUC2025" (case sensitive). See "Q&A on Voting" in our management information circular dated April 30, 2025 (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 if you were a shareholder at the close of business on Tuesday, April 22, 2025. Before casting your vote, we encourage you to review the Circular, including the section entitled "Business of the Meeting".
We are posting electronic versions of the Circular, a form of proxy or voting instruction form, and our annual report on Form 20-F (which includes our financial statements for the fiscal year ended December 31, 2024 and related management's discussion and analysis) (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://bbu.brookfield.com/bbuc/overview under "Notice and Access 2025" and at https://www.sedarplus.ca and https://www.sec.gov/edgar.
If you would like paper copies of any investor materials please contact us at 1-866-989-0311 or [email protected] 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 9:00 a.m. EDT on May 23, 2025.
Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) 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 Representatives identified in the form of proxy or voting instruction form (including if you are a non-registered shareholder who wishes to appoint yourself as proxyholder in order 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 (including, if you are a non-registered shareholder, failure to appoint yourself as proxyholder) with our transfer agent will result in the proxyholder not receiving a user name 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.
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. EDT on June 6, 2025, or, in the event the virtual meeting is adjourned or postponed, not less than two business days prior to the time of the adjourned or postponed meeting (the "Proxy Deadline"). You can cast your proxy vote in the following ways:
On the Internet at https://www.meeting-vote.com; or
Mail your signed proxy using the business reply envelope accompanying your proxy; or
Email your signed proxy to [email protected]; or
Fax your signed proxy to 416-595-9593; or
By telephone at 1-888-489-5760 (toll-free North America).
Non-registered shareholders will receive a voting instruction form with their physical copy of this notice. If you wish to vote, but not attend the meeting, the voting instruction form must be completed, signed and returned in accordance with the directions on the form.
If you wish to appoint a proxyholder, you must complete the additional step of registering the proxyholder with our transfer agent, TSX Trust Company at 1-866-751-6315 (toll-free North America) or 416-682-3860 (outside North America) or visiting https://www.tsxtrust.com/control-number-request by no later than the Proxy Deadline and provide TSX Trust Company with the required information for your proxyholder so that TSX Trust Company may provide the proxyholder with a control number. This control number will allow your proxyholder to log in to and vote at the meeting online. Without a control number, your proxyholder will not be able to vote or ask questions at the meeting. They will only be able to attend the meeting online as a guest.
By Order of the Board
"A.J. Silber"
A.J. Silber Managing Director and General Counsel
April 30, 2025
To our shareholders,
On behalf of your Board of Directors, we are pleased to invite you to attend the 2025 annual meeting of Brookfield Business Corporation (the "Corporation" or "BBUC"). The annual meeting will occur by webcast at 9:00 a.m. (Eastern Daylight Time) on Tuesday, June 10, 2025. You can read about the business of the meeting beginning on page 9 of the accompanying Management Information Circular (the "Circular"). The Circular also provides important information on voting your shares at the meeting, our ten (10) director nominees, our corporate governance practices, and director and executive compensation. Additional details on how to access our live audio and participate in our annual meeting can be found in the "Q&A on Voting" section of the Circular.
Our business fundamentals remain sound. While financial results were impacted by several one-time events during the year, we continue to build value across our operations which will contribute to increased earnings and cash flows as these impacts subside.
We are accelerating planned modernization and technology upgrades to enhance the user experience and overall customer service levels at our dealer software and technology services operation. Costs associated with these initiatives which are reflected in near-term results will support higher growth and a stronger market leadership position over the long run. The business recently signed multi-year contract renewals with four of the largest privately held automotive groups in the U.S. as we continue to support its broader customer retention initiatives.
Financial performance of our Brazilian water and wastewater operation improved over the prior year. Ongoing commercial and cost optimization actions have enhanced the business' underlying financial performance and cash flow despite a broader challenging macroeconomic environment in Brazil.
Our healthcare services operation is operating with an unsustainable cost structure. Hospital admissions have been gradually improving but escalating wage inflation continues to exceed reimbursement rates from private health insurers. We are supporting discussions with key stakeholders on plans to support the longer-term recovery for the business.
Markets are impossible to predict, but our strategy remains consistent: own great businesses with strong demand, market leadership and pricing power. We are committed to compounding value for our shareholders and the quality of our underlying operations will continue to serve us well amid a potential backdrop of geopolitical and economic uncertainty.
Please take the time to read our Management Information Circular and determine how you will vote your shares.
The Board wishes to express our appreciation for your continued faith in us and we look forward to meeting with you (virtually) on June 10th.
Yours truly, "Cyrus Madon" Cyrus Madon
Brookfield Business Corporation
Executive Chairman
TABLE OF CONTENTS
PART ONE - VOTING INFORMATION 1
Who Can Vote 1
Notice and Access 2
Q & A on Voting 2
Principal Holders of Voting Shares 8
PART TWO - BUSINESS OF THE MEETING 9
Receiving the Consolidated Financial Statements 9
Election of Directors 9
Appointment of External Auditor 18
PART THREE - STATEMENT OF CORPORATE GOVERNANCE PRACTICES 20
Overview 20
Board of Directors 20
Management Diversity 28
Sustainability Management 28
Code of Business Conduct and Ethics 31
Personal Trading Policy 31
PART FOUR - DIRECTOR COMPENSATION AND EQUITY OWNERSHIP 32
Director Compensation 32
Equity Ownership of Directors 33
PART FIVE - REPORT ON EXECUTIVE COMPENSATION 34
Executive Overview 34
Compensation Elements Paid by Brookfield 35
Base Salaries 35
Cash Bonus and Long-Term Incentive Plans 35
Performance Graph 37
Summary of Compensation 38
Pension and Retirement Benefits 42
Termination and Change of Control Benefits 42
PART SIX - OTHER INFORMATION 44
Indebtedness of Directors, Officers and Employees 44
Audit Committee 44
Related Party Transactions 44
Management Contracts 45
Normal Course Issuer Bid 45
Availability of Disclosure Documents 45
Other Business 47
Directors' Approval 48
APPENDIX A - CHARTER OF THE BOARD 1
This Management Information Circular (the "Circular") is provided in connection with the solicitation by management of Brookfield Business Corporation (the "Corporation" or "BBUC") of proxies for the Annual General Meeting of Shareholders of the Corporation (the "meeting") referred to in the Corporation's Notice of Annual General Meeting of Shareholders and Availability of Investor Materials dated April 30, 2025 (the "Notice") to be held in a virtual meeting format only on Tuesday, June 10, 2025 at 9:00 a.m. Eastern Daylight Time ("EDT"). 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://bbu.brookfield.com/bbuc/overview under "Notice and Access 2025", on our SEDAR+ profile at https://www.sedarplus.ca and on our Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") profile at https://www.sec.gov/edgar pursuant to Notice and Access. See "Notice and Access" below for further information. The cost of solicitation will be borne by the Corporation.
The Corporation is a corporation organized under the laws of the Province of British Columbia, Canada, and is a foreign private issuer within the meaning of Rule 3b-4 under the United States Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The solicitation of proxies for the meeting is not subject to the proxy requirements of Section 14(a) of the Exchange Act, and Regulation 14A thereunder, by virtue of an exemption available to proxy solicitations by foreign private issuers. Accordingly, the solicitation contemplated herein is being made to United States shareholders only in accordance with Canadian corporate and securities laws and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada.
The information in this Circular is given as at April 30, 2025, unless otherwise indicated. As the Corporation operates in U.S. dollars and reports its financial results in U.S. dollars, all financial information in this Circular is denominated in U.S. dollars, unless otherwise indicated. All references to 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 2024 as reported by Bloomberg of C$1.00 = US$0.7300, unless otherwise indicated.
As at April 22, 2025, the Corporation had 71,694,067 class A exchangeable subordinate voting shares ("exchangeable shares"), 1 class B multiple voting share ("class B shares") and 25,934,120 class C non-voting shares ("class C shares") outstanding. The exchangeable shares are listed on the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") under the symbol "BBUC". The class B shares and class C shares are all held indirectly by Brookfield Business Partners L.P. (the "partnership" or "BBU") (see "Principal Holders of Voting Shares" on page 8 of this Circular for further information). Each registered holder of record of exchangeable shares or class B shares as at the close of business on Tuesday, April 22, 2025 (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 an exchangeable share or a class B share on such date is entitled to vote on all matters to come before the meeting or any adjournment thereof, either in person or by proxy. Except as otherwise provided in the Corporation's articles or as required by law, holders of class C shares are entitled to notice of, and to attend, any meetings of shareholders of the Corporation, but are not entitled to vote at any such meetings.
The share conditions for the exchangeable shares and class B shares provide that, subject to applicable law and in addition to any other required shareholder approvals, (i) each holder of exchangeable shares is entitled to cast one vote for each exchangeable share held at the Record Date for determination of shareholders entitled to vote on any matter and (ii) each holder of class B shares is entitled to cast a number of votes for each class B share held at the Record Date for determination of shareholders entitled to vote on any matter equal to: (A) the number that is three (3) times the number of exchangeable shares then issued and outstanding divided by (B) the number of class B shares then issued and outstanding. The effect of the foregoing is that the holders of the class B shares are entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the exchangeable shares. Except as otherwise expressly provided in the Corporation's articles or as required by law, the holders of exchangeable shares and class B shares will vote together and not as separate classes.
Each exchangeable share has been structured with the intention of providing an economic return equivalent to one non-voting limited partnership unit of BBU (each, a "BBU Unit"). We therefore expect that the market price of our exchangeable shares will be significantly impacted by the market price of the BBU Units and the combined business performance of our group (as defined below) as a whole. In addition to carefully considering the disclosures made in this Circular, you should carefully consider the disclosures made by BBU in its continuous disclosure filings. Copies of BBU's continuous disclosure filings are available electronically on BBU's SEDAR+ profile at https://www.sedarplus.ca and on BBU's EDGAR profile at https://www.sec.gov/edgar.
The Corporation 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, we have posted this Circular and form of proxy on our website at https://bbu.brookfield.com/bbuc/overview under "Notice and Access 2025", in addition to posting it on SEDAR+ at https://www.sedarplus.ca and on EDGAR at https://www.sec.gov/edgar. The Corporation 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. The Corporation will not directly send the Notice Package to non-registered shareholders. Instead, the Corporation will pay Intermediaries (as defined on page 4 of this Circular) to forward the Notice Package to all non-registered shareholders.
The Corporation has elected to utilize Notice and Access because it allows for a reduction in the use of printed paper materials, is consistent with our focus on sustainability and results in significantly lower printing and mailing costs in connection with the meeting.
Registered and non-registered shareholders who have signed up for electronic delivery of this Circular and our annual report on Form 20-F (which includes our financial statements for the fiscal year ended December 31, 2024 and related management's discussion and analysis) (the "Annual Report on Form 20-F") will continue to receive them by email. No shareholders will receive a paper copy of this Circular unless they contact the Corporation at 1-866-989-0311 or [email protected], in which case the Corporation will mail this Circular within three business days of any request, provided the request is made before the date of the meeting or any adjournment thereof. We must receive your request before 9:00 a.m. EDT on May 23, 2025 to ensure you will receive paper copies in advance of the deadline to submit your vote. If your request is made after the meeting and within one year of this Circular being filed, the Corporation will mail this Circular within 10 calendar days of such request.
The deadline for shareholder proposals for the Corporation's 2026 Annual General Meeting of Shareholders is March 10, 2025. Shareholder proposals should be submitted to the Corporation's registered office at 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, British Columbia, Canada, V6E 4N7.
What am I voting on?
Resolution Who Votes Board Recommendation
Election of the Directors exchangeable shareholders; class B shareholders
FOR each director nominee
Appointment of the External Auditor and authorizing Directors to set its remuneration
exchangeable shareholders; class B shareholders
FOR the resolution
Who is entitled to vote?
Holders of exchangeable shares at the close of business on Tuesday, April 22, 2025 are entitled to one vote per share on the items of business as identified above. Holders of class B shares at the close of business on Tuesday, April 22,
2025 are collectively entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the exchangeable shares issued and outstanding on the items of business as identified above. Holders of class C shares are not entitled to vote on the items of business as identified above.
Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be able to attend the virtual meeting, submit questions and vote, 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 Representatives 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 by calling 1-866-751-6315 (toll-free North America) or 416-682-3860 (outside North America) or visiting https://www.tsxtrust.com/control-number-request no later than 5:00 p.m. EDT on June 6, 2026, or, in the event the virtual meeting is adjourned or postponed, not less than two business days prior to the time of the adjourned or postponed meeting (the "Proxy Deadline") and providing TSX Trust with the name and email address of your appointee. TSX Trust will provide your appointee with a control number which will allow your appointee to log in to and vote at the meeting. Failure to register the proxyholder (including, if you are a non-registered shareholder, failing to appoint yourself as 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.
How do I vote?
Shareholders can vote in one of two ways, as follows:
by submitting your proxy or voting instruction form (by Internet, by mail or by telephone) 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 a non-registered shareholder who has duly appointed itself as proxyholder), you can attend and vote during the meeting by completing an online ballot through the live webcast platform. Guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) can log into the meeting. Guests will be able to listen to the meeting but will not be able to ask questions or vote during the virtual meeting. The Corporation holds its shareholder meetings in virtual-only format as a cost-effective and sustainable means of engaging with shareholders in a manner that affords equal opportunity to all shareholders to take part in the meeting.
In order to attend the virtual meeting, you will need to complete the following steps:
Step 1: Log in online at: https://meetings.lumiconnect.com/400-065-891-928
Step 2: Follow these instructions:
Registered shareholders: Click "I have a Login" and then enter your 13-digit control number found on your form of proxy and the password "BBUC2025" (case sensitive) and click the "Login" button. You will be able to vote by online ballot during the meeting by clicking on the "Voting Icon" on the meeting centre site. If you log in and vote on any matter at the meeting, you will be revoking any and all previously submitted proxies. If you voted by proxy in advance
of the meeting and do not wish to revoke all previously submitted proxies, do not vote by online ballot on any matter at the meeting.
Duly appointed proxyholders: Click "I have a Login" and then enter the control number provided to you by TSX Trust and the password "BBUC2025" (case sensitive) and click the "Login" button. You will be able to vote by online ballot during the meeting by clicking on the "Voting Icon" on the meeting centre site. If you log in and vote on any matter at the meeting, you will be revoking any and all previously submitted proxies. If you voted by proxy in advance of the meeting and do not wish to revoke all previously submitted proxies, do not vote by online ballot on any matter at the meeting.
Guests: Click "I am a guest" and then complete the online form.
It is your responsibility to ensure internet connectivity for the duration of the meeting and you should allow ample time to log in to the meeting online before it begins.
What if I plan to vote by proxy in advance of the meeting?
You can also vote by proxy prior to the Proxy Deadline as follows:
by internet: access https://www.meeting-vote.com and follow the instructions on the screen. You will need your 13-digit control number, which is printed on the form of proxy sent to you.
by mail: complete, sign and date your form of proxy and return it in the envelope provided or in one addressed to TSX Trust Company:
Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1
by telephone: call toll-free in North America at 1-888-489-5760. You will be prompted to provide the 13-digit control number printed on the form of proxy sent to you. Please note that you cannot appoint anyone other than the directors and officers named on your form of proxy as your proxyholder if you vote by telephone.
If you vote by proxy, your proxy must be received no later than the Proxy Deadline, regardless of the method you choose. If you do not date your proxy, we will assume the date to be the date it was received by TSX Trust. If you vote by telephone or via the Internet, do not return your form of proxy.
You can appoint the persons named in the form of proxy or some other person (who need not be a shareholder of the Corporation) to represent you as proxyholder at the meeting by writing the name of this person in the blank space on the form of proxy. If you wish to appoint a person other than the Management Representatives identified in the form of proxy you will need to complete the additional step of registering your proxyholder with TSX Trust at 1-866-751-6315 (toll-free in North America) or 416-682-3860 (outside North America) or visiting https://www.tsxtrust.com/control-number-request by no later than the Proxy Deadline and provide TSX Trust with the required information for your proxyholder so that TSX Trust may provide the proxyholder with a control number. This control number will allow your proxyholder to log in to and vote at the meeting online. Without a control number, your proxyholder will not be able to vote or ask questions at the meeting. They will only be able to attend the meeting online as a guest.
If you are a non-registered shareholder and your shares are held in the name of an intermediary such as a bank, trust company, securities dealer, broker or other intermediary (each, an "Intermediary"), and you would like to know how 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 the Corporation and the associated costs will be borne by the Corporation.
What happens if I sign the proxy sent to me?
Signing the proxy appoints Jaspreet Dehl, Chief Financial Officer of the Corporation, or in the alternative, A.J. Silber, Managing Director and General Counsel of the Corporation (collectively, the "Management Representatives"), or another person you have appointed, to vote or withhold from voting your shares at the meeting in accordance with your instructions.
Can I appoint someone other than the Management Representatives to vote my shares?
Yes, you may appoint another person other than the Management Representatives named on the form of proxy to be your proxyholder. Write the name of this person in the blank space on the form of proxy. The person you appoint does not need to be a shareholder. Please make sure that such other person you appoint is attending the meeting and knows he or she has been appointed to vote your shares. You will need to complete the additional step of registering such proxyholder with our transfer agent, TSX Trust, after submitting the form of proxy or voting instruction form. See "If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?" on page 6 of this Circular for instructions on registering your proxy with TSX Trust. Registered shareholders may not appoint another person or company as proxyholder other than the Management Representatives named in the form of proxy when voting by telephone.
What do I do with my completed form of proxy?
Return it to TSX Trust in the envelope provided to you by mail to TSX Trust Company: Attention: Proxy Department,
P.O. Box 721, Agincourt, Ontario M1S 0A1; or by email to [email protected]; or by fax to 416-595-9593 by no later than the Proxy Deadline. A completed form of proxy should only be returned if you are voting by mail, email, fax or appointing a proxyholder.
Can I vote by Internet in advance of the meeting?
Yes. If you are a registered shareholder, go to https://www.meeting-vote.com and follow the instructions on the screen. You will need your 13-digit control number, which is printed on the form of proxy sent to you. You must submit your vote by no later than the Proxy Deadline.
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 the Corporation at the address below no later than 5:00 p.m. EDT on Friday, June 6, 2025, or, in the event the virtual meeting is adjourned or postponed, not less than two business days prior to the time of the adjourned or postponed meeting. You may also log in, accept the terms and conditions and vote by online ballot at the meeting. Voting by online ballot will revoke your previous proxy.
Attention: Corporate Secretary
Brookfield Business Corporation c/o TSX Trust Company,
Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1
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 will my shares be voted if I give my proxy?
The persons named on the form of proxy must vote your shares for or against or withhold from voting, in accordance with your directions, or you can let your proxyholder decide for you. If you specify a choice with respect to any matter to be acted upon, your shares will be voted accordingly. In the absence of voting directions, proxies received by management will be voted in favour of all resolutions put before shareholders at 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 the Corporation is not aware of any amendment, variation or other matter expected to come before the meeting. If any other matters properly come before the meeting, the persons named on the form of proxy will vote on them in accordance with their best judgment.
Who counts the votes?
The Corporation's transfer agent, TSX Trust Company, counts and tabulates the proxies.
How do I contact the transfer agent?
For general shareholder enquiries, you can contact TSX Trust Company as follows:
Mail Telephone Online
TSX Trust Company
301 - 100 Adelaide Street West Toronto, Ontario M5H 4H1
Direct dial outside North America at 1-800-387-0825 (toll-free North America) and 416-682-3860 (outside North America)
Email:
Website:
https://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?
In many cases, exchangeable shares that are beneficially owned by a non-registered shareholder are registered either:
in the name of an Intermediary or a trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or
in the name of a depository such as CDS Clearing and Depository Services Inc. or the Depository Trust Company, of which the Intermediary is a participant.
Your Intermediary is required to send you a voting instruction form for the number of shares you beneficially own.
Since the Corporation has limited access to the names of its non-registered shareholders, if you attend the virtual meeting, the Corporation 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 Representatives) as the proxyholder with TSX Trust at 1-866-751-6315 (toll-free North America) or 416-682-3860 (outside North America) or https://www.tsxtrust.com/control-number-request no later than the Proxy Deadline and providing TSX Trust with your name and email address or the name and email address of your appointee. TSX Trust will provide you or your appointee with a control number which will allow you or your appointee to log in to and vote at the meeting.
If you are a non-registered shareholder located in the United States and you wish to appoint yourself as a proxyholder, in addition to the steps above, you must first obtain a valid legal proxy from your Intermediary. To do so, please follow these steps:
Step 1: Follow the instructions from your Intermediary included with the legal proxy form and the voting information form sent to you or contact your Intermediary to request a legal proxy form or a legal proxy if you have not received one.
Step 2: After you receive a valid legal proxy from your Intermediary, you must then submit the legal proxy to TSX Trust. You can send the legal proxy by email or by courier to: [email protected] (if by email), or TSX Trust Company, Attention: Proxy Dept., P.O. Box 721, Agincourt, Ontario M1S 0A1 (if by mail). The legal proxy in both cases must be labeled "Legal Proxy" and received no later than the Proxy Deadline.
Step 3: TSX Trust will provide duly appointed proxyholders with a control number by email after the voting deadline has passed. Please note that you are also required to register your appointment as a proxyholder at 1-866-751-6315 (toll-free North America) or 416-682-3860 (outside North America) or https://www.tsxtrust.com/control-number-request as noted above.
Failing to register online as a proxyholder will result in the proxyholder not receiving a control number, which is required to vote at the meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the meeting but will be able to participate as a guest.
A non-registered shareholder who does not wish to attend and vote at the meeting and wishes to vote prior to the meeting must complete and sign the voting instruction form and return it in accordance with the directions on the form.
The Corporation has distributed copies of the Notice Package to Intermediaries for onward distribution to non-registered shareholders. Intermediaries are required to forward the Notice Package to non-registered shareholders.
Non-registered shareholders who have not opted for electronic delivery will receive a voting instruction form to permit them to direct the voting of the shares they beneficially own. Non-registered shareholders should follow the instructions on the forms they receive and contact their Intermediaries promptly if they need assistance.
On March 15, 2022, the partnership completed a special distribution whereby unitholders received one exchangeable share for every two BBU Units held (the "special distribution"). The following table presents information regarding the beneficial ownership of the exchangeable shares by each person or entity that beneficially owns 10% or more of the exchangeable shares as of April 22, 2025. The exchangeable shares held by the principal shareholders do not entitle such shareholders to different voting rights than those of other holders of the exchangeable shares. However, the exchangeable shares and the class B shares have different voting rights. Holders of exchangeable shares hold a 25% voting interest in the Corporation and holders of the class B shares hold a 75% voting interest in the Corporation.
Exchangeable Shares
Name
Number Owned
Percentage
Brookfield Corporation((a)(b))..........................................................................
47,244,876
65.9%
Notes:
Brookfield Corporation (formerly Brookfield Asset Management Inc.) (together with any affiliate thereof other than our group, including Brookfield Asset Management Ltd. ("Brookfield Asset Management"), unless the context requires otherwise, "Brookfield") holds the exchangeable shares it beneficially owns through wholly-owned subsidiaries. Included in the exchangeable shares that Brookfield and its related parties beneficially own are 10,317,747 exchangeable shares held by subsidiaries of Brookfield Wealth Solutions Ltd. ("Brookfield Wealth Solutions"). Brookfield and Brookfield Wealth Solutions have agreed that all decisions to be made by subsidiaries of Brookfield Wealth Solutions with respect to the voting of the exchangeable shares held by subsidiaries of Brookfield Wealth Solutions will be made jointly by mutual agreement of the applicable Brookfield Wealth Solutions subsidiary and Brookfield Corporation. BAM Class B Partners Inc., or BAM Partners, is the trustee of a trust established under the laws of Ontario (BAM Partners Trust, or the "BAM Partnership"), which is the sole owner of all of the class B limited voting shares of Brookfield, or the BAM Class B Shares. The BAM Class B Shares entitle BAM Partners to appoint one half of the board of directors of Brookfield and, as such, BAM Partners may be deemed to indirectly control the decisions of Brookfield regarding the vote and disposition of the exchangeable shares held by Brookfield. Therefore, BAM Partners may be deemed to have indirect beneficial ownership of the exchangeable shares held by Brookfield. However, BAM Partners and the BAM Partnership expressly disclaim beneficial ownership of such exchangeable shares. The business address of Brookfield Corporation and the BAM Partnership is Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3.
Brookfield acquired the exchangeable shares set forth above in connection with completion of the special distribution. Immediately prior to the special distribution, the partnership held all of the exchangeable shares.
Brookfield Business L.P. ("Holding LP"), which is controlled by BBU (together with Holding LP, certain subsidiaries of Holding LP and the entities which directly or indirectly hold the partnership's operating businesses and any other direct or indirect subsidiary of such entities (other than the Corporation), "Brookfield Business Partners"), which itself is controlled by Brookfield, holds all of the issued and outstanding class B shares, having a 75% voting interest in the Corporation, and all of the issued and outstanding class C shares, which entitle the partnership to all of the residual value in the Corporation after payment in full of the amount due to holders of exchangeable shares and class B shares and subject to the prior rights of holders of preferred shares. Together, Brookfield and Brookfield Business Partners hold an approximate 91% voting interest in the Corporation. In this Circular, references to "our group" mean, collectively, the Corporation and Brookfield Business Partners and references to "we" or "our" means the Corporation together with all of its subsidiaries.
To the knowledge of the directors and officers of the Corporation, there are no other persons or corporations that beneficially own, exercise control or direction over, have contractual arrangements such as options to acquire, or otherwise hold voting securities of the Corporation carrying more than 10% of the votes attached to any class of outstanding voting securities of the Corporation.
Part Two - Business of the Meeting
We will address three items at the meeting:
receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2024, including the external auditor's report thereon;
elect directors who will serve until the next annual meeting of shareholders or until their successors are elected or appointed; and
appoint the external auditor who will serve until the next annual meeting of shareholders and authorize the directors to set its remuneration.
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, he or she 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.
The Corporation's consolidated financial statements for the fiscal year ended December 31, 2024 and related management's discussion and analysis are included in our Annual Report on Form 20-F. Our Annual Report on Form 20-F is available on our website https://bbu.brookfield.com/bbuc/overview, under "Notice and Access 2025" and on SEDAR+ at https://www.sedarplus.ca and on EDGAR at https://www.sec.gov/edgar, and is being mailed to registered and non-registered shareholders of the Corporation who have contacted the Corporation to request a paper copy of the Annual Report on Form 20-F. Shareholders who have signed up for electronic delivery of the Annual Report on Form 20-F will receive it by email.
The board of directors of the Corporation (the "Board") is comprised of ten (10) members, all of whom are to be elected at the meeting. The Board mirrors the board of directors of the general partner of BBU, except that David Court and Michael Warren are the non-overlapping directors of the Board who assist the Corporation with, among other things, resolving any conflicts of interest that may arise from its relationship with the partnership. If you own exchangeable shares or class B shares, you can vote on the election of all ten (10) directors. The following persons are proposed as nominees for election:
Cyrus Madon Jeffrey Blidner David Court Stephen Girsky David Hamill
Anne Ruth Herkes
John Lacey Don Mackenzie Michael Warren Patricia Zuccotti
The appointment of the directors must be approved by a majority of the votes cast by holders of exchangeable shares and class B shares, voting together as a single class.
Voting by Proxy
The Management Representatives designated on the proxy to be completed by shareholders intend to cast the votes represented by such proxy FOR each of the proposed nominees for election by the shareholders as set forth under "Election of Directors" in Part Two 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.
Director Nominees
The Board recommends that the ten (10) director nominees be elected at the meeting to serve as directors of the Corporation until the next annual meeting of shareholders or until their successors are elected or appointed.
The Board believes that the collective qualifications, skills and experiences of the director nominees allow for the Corporation to continue to maintain a well-functioning Board with a diversity of perspectives. The Board's view is that, individually and as a whole, the director nominees have the necessary qualifications to be effective at overseeing the business and strategy of the Corporation.
Jeffrey Blidner and John Lacey were appointed to the Board on February 23, 2022 and David Court, Stephen Girsky, David Hamill, Anne Ruth Herkes, Don Mackenzie, Michael Warren and Patricia Zuccotti were appointed to the Board on March 3, 2022. Cyrus Madon was appointed to the Board on February 1, 2024.
We expect that each of the director nominees will be able 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, holdings of exchangeable shares and other public company board positions held, as at April 30, 2025. See "Director Share Ownership Requirements" in Part Three of this Circular for further information on director share ownership requirements.
The following ten (10) individuals are nominated for election as directors of the Corporation:
Cyrus Madon(a)
Age: 60
Mr. Madon has served as a director of Brookfield Business Partners and Executive Chairman since February 2024. Mr. Madon is a Managing Partner of Brookfield Asset Management Ltd. and Executive Chairman of Brookfield's Private Equity Group. In this role, he is responsible for developing strategy and providing investment oversight, review and approval, alongside the CEO, while supporting the broader private equity team in executing our growth initiatives. Mr. Madon has held a number of senior roles across the organization, including CEO of Brookfield's Private Equity business. Mr. Madon holds a Bachelor of Commerce degree from Queen's University. He is also on the board of the C.D. Howe Institute. Mr. Madon is not considered an
independent director because of his role at Brookfield.
Board/Committee Membership
Public Board Membership During Last Five Years
Director since: February 1, 2024
Director of the general partner of BBU since: 2024
Board
Brookfield Business Partners L.P. / Brookfield Business Corporation Brookfield Asset Management Ltd.
2024 - Present
2024 - Present
2022 - Present
Number of Exchangeable Shares and BBU Units Beneficially Owned, Controlled or Directed
(Affiliated)(d)
Areas of Expertise: CEO experience, Private Equity, Real Estate,
Infrastructure, Energy and
Power
Exchangeable Shares
BBU Units(e)
Total Number of Exchangeable Shares and BBU Units
45,815
91,630
137,445
Jeffrey Blidner(a)
Age: 77
Mr. Blidner is a Vice Chair of Brookfield Corporation and is the former Chief Executive Officer of Brookfield's Private Funds Group. Mr. Blidner currently serves as the Chair of the general partner of Brookfield Renewable Partners L.P. (and of Brookfield Renewable Corporation). He also serves as a director of the general partner of BBU, Brookfield Corporation, the general partner of Brookfield Infrastructure Partners L.P. (and of Brookfield Infrastructure Corporation) and is Chair of the general partner of Brookfield Property Partners L.P. Prior to joining Brookfield in 2000, Mr. Blidner was a senior partner at a Canadian law firm where his practice focused on merchant banking transactions, public offerings, mergers and acquisitions, management buy-outs and private equity transactions. Mr. Blidner received his LLB from Osgoode Hall Law School and was called to the Bar in Ontario as a Gold Medalist. Mr. Blidner
is not considered an independent director because of his role at Brookfield.
Director since: February 23, 2022
Board/Committee Membership
Public Board Membership During Last Five Years
Director of the general partner of BBU since: 2016
(Affiliated)(d)
Areas of Expertise:
Growth Initiatives, Governance, Legal Expertise, International Experience, Strategic Planning Acumen, Infrastructure, Power, Private Equity, Real Estate
Board
Brookfield Infrastructure Partners L.P. / Brookfield Infrastructure Corporation Brookfield Renewable Partners L.P. / Brookfield Renewable Corporation Brookfield Business Partners L.P. / Brookfield Business Corporation Brookfield Corporation
Brookfield Property Partners L.P.
2008/2020 -
Present(f) 2011/2020 -
Present(g) 2016/2022 -
Present
2013 - Present
2013- Present
Number of Exchangeable Shares and BBU Units Beneficially Owned, Controlled or Directed
Exchangeable Shares
BBU Units(e)
Total Number of Exchangeable Shares and BBU Units
17,594
35,189
52,783
David Court(a)
Age: 68
Mr. Court is a Director Emeritus at McKinsey & Company. Mr. Court was previously McKinsey's Global Director of Technology, Digitization and Communications, led McKinsey's global practice in harnessing digital data and advanced analytics from 2011 to 2015, and was a member of the firm's board of directors and its Global Operating Committee. Mr. Court is a director of PSP Investments, a member of the National Geographic International Council of Advisors, chair and a trustee of the Queen's University Board of Trustees and chair of the advisory board of Georgian Partners. Mr. Court was previously a director of Canadian Tire Corporation between 2015 and 2023. Mr. Court holds a Bachelor of Commerce from Queen's University and a Master of Business Administration from Harvard Business School
where he was a Baker Scholar.
Director since: March 3, 2022
Board/Committee Membership
Public Board Membership During Last Five Years
(Independent)(b)
Areas of Expertise: Corporate Strategy, Human Resource Management, Leadership of a Large Organization, Marketing, Customer Management, Data Analytics and Artificial Intelligence
Board
Governance and Nominating Committee
Brookfield Business Corporation / Brookfield Business Partners L.P. Canadian Tire Corporation, Limited
2022 - Present
2017 - 2022
2015 - 2023
Number of Exchangeable Shares and BBU Units Beneficially Owned, Controlled or Directed
Exchangeable Shares
BBU Units(e)
Total Number of Exchangeable Shares and BBU Units
8,302
16,605
24,907
Stephen Girsky(a)
Age: 63 Director since:
March 3, 2022
Director of the general partner of BBU since: 2016
(Affiliated)(d)
Areas of Expertise:
Corporate Strategy, M&A, Finance and Capital Allocation, Leadership of a Large Organization, Sustainability, Automotive Sector, Electric Vehicles
Mr. Girsky is president and CEO of Nikola Corporation, a publicly traded company that designs zero-emissions transportation and energy supply and infrastructure solutions. Mr. Girsky served as managing director of VectoIQ, LLC, an independent advisory firm based in New York. He served as president and CEO of VectoIQ Acquisition Corp. from January 2018 until the consummation of its business combination with Nikola Corporation. Mr. Girsky served in a number of capacities at General Motors Co., including Vice Chairman, and was previously the president of Centerbridge Industrial Partners and a Managing Director at Morgan Stanley. He is on the board of directors at Nikola Corporation, BBUC, and Clarios. Mr. Girsky previously served on the board of directors of U.S. Steel and General Motors. He also served as the lead director of Dana Holdings Corp. Mr. Girsky received a Bachelor of Science degree in mathematics from the University of California at Los Angeles and a Master of Business
Administration from the Harvard Business School. Mr. Girsky is not considered an independent director because of his role consulting for Brookfield on its acquisition of Clarios. (h)
Board/Committee Membership
Public Board Membership During Last Five Years
Board
Brookfield Business Partners L.P. / Brookfield Business Corporation Clarios International Inc.
Nikola Corporation
2016/2022 -
Present
2019 - Present
2020 - Present
Number of Exchangeable Shares and BBU Units Beneficially Owned, Controlled or Directed
Exchangeable Shares
BBU Units(e)
Total Number of Exchangeable Shares and BBU Units
6,700
13,400
20,100
David Hamill(a)
Age: 67 Director since:
March 3, 2022
Director of the general partner of BBU since: 2016
(Independent)(b)
Areas of Expertise: Leadership of a Large Organization, Government and Public Policy, Education Sector, Social Services, Infrastructure
Dr. Hamill is a professional director and was Treasurer of the State of Queensland in Australia from 1998 to 2001, Minister for Education from 1995 to 1996 and Minister for Transport and Minister Assisting the Premier on Economic and Trade Development from 1989 to 1995. Dr. Hamill also serves on the board of directors of the general partner of the partnership. Dr. Hamill retired from the Queensland Parliament in February 2001 and since that time has served as a non-executive director or chairman of a range of listed and private companies as well as not-for-profit and public sector entities. Dr. Hamill also serves on the board of directors of Dalrymple Bay Infrastructure Limited. Dr. Hamill holds a Bachelor of Arts (Honors) from the University of Queensland, a Master of Arts from Oxford University and a Doctorate of Philosophy from University of Queensland, and is a fellow of the Chartered Institute of Transport and the Australian Institute of Company Directors.
Board/Committee Membership
Public Board Membership During Last Five Years
Board
Audit Committee
Governance and Nominating Committee
Compliance Risk and Sustainability Committee
Brookfield Business Partners L.P. / Brookfield Business Corporation Dalrymple Bay Infrastructure Limited
2016/2022 -
Present
2020 - Present
Number of Exchangeable Shares and BBU Units Beneficially Owned, Controlled or Directed
Exchangeable Shares
BBU Units(e)
Total Number of Exchangeable Shares and BBU Units
3,895
12,441
16,336
Anne Ruth Herkes(a)
Age: 68 Director since:
March 3, 2022
Director of the general partner of BBU since: 2020
(Independent)(b)
Areas of Expertise: Leadership of a Large Organization, Risk Management, Government and Public Policy, International Affairs, Sustainability, Energy and Power, Space and Satellites
Ms. Herkes is a senior Advisor at ELC-Euringer Leadership Consulting, an executive search firm and leadership consulting company. She previously was Deputy Chair of the board of directors of Merck Finck Privatbankiers AG, an asset and wealth management bank based in Munich. She serves on the board of directors of Quintet (S.A.) Europe Private Bank in Luxembourg, where she is also a member of the remuneration and nomination and audit committees, and the asset management forum. Previously she served on the board of Kreditanstalt fuer Wiederaufbau, Germany's third largest bank. She is a member of the International Advisory Board of Asia House, an independent think tank and advisory service in London and a member of the Advisory Council of 1014 Inc. New York, a not-for-profit corporation and transatlantic dialogue forum. Ms. Herkes in her former career served as State Secretary at the German Federal Ministry for Economic Affairs and as Ambassador to Qatar. Ms. Herkes also serves on the board of directors of the partnership.
Board/Committee Membership
Public Board Membership During Last Five Years
Board
Governance and Nominating Committee
Brookfield Business Partners L.P. / Brookfield Business Corporation
2020/2022 -
Present
Number of Shares and BBU Units Beneficially Owned, Controlled or Directed
Exchangeable Shares
BBU Units(e)
Total Number of Exchangeable Shares and BBU Units
11,145
1,106
12,251
Mr. Lacey is Chairman of Doncaster Consolidated Ltd., and Doncaster Foundation. Mr. Lacey also serves on the board of directors of the general partner of the partnership. Mr. Lacey was previously a director of Whittington Investments Ltd., until December 2024 and the Chairman of the board of directors of Alderwoods Group, Inc., an organization operating funeral cemeteries within North America, until 2006. Mr. Lacey is the former President and Chief Executive Officer of The Oshawa Group (now part of Sobeys Inc.) and a former director of Loblaw Companies Limited, George Weston Ltd., and TELUS Corporation.
John Lacey(a)
Age: 82
Board/Committee Membership
Public Board Membership During Last Five Years
Director since: February 23, 2022
Director of the general partner of BBU since: 2016
Board
Governance and Nominating Committee (Chair)
Brookfield Business Partners L.P. / Brookfield Business Corporation
2016/2022 -
Present
Number of Exchangeable Shares and BBU Units Beneficially Owned, Controlled or Directed
(Independent)(b)
Areas of Expertise: Corporate Strategy, M&A, Leadership of a Large Organization, Asset Management, International
Affairs, Private Equity, Human
Resource Management, Restructurings, Governance
Exchangeable Shares
BBU Units(e)
Total Number of Exchangeable Shares and BBU Units
9,350
18,700
28,050
Mr. Mackenzie is the Chairman and Owner of New Venture Holdings, a well-established privately-owned holding company with operating company and real estate investments in Bermuda and Canada. Mr. Mackenzie also serves on the board of directors of the general partner of the partnership. Prior to moving to Bermuda in 1990, Mr. Mackenzie worked in the software and sales sector. Mr. Mackenzie acquired his first business in 1995, and New Venture Holdings was formed in 2000 to consolidate a number of operating investments under a holding company umbrella. Mr. Mackenzie has a Bachelor of Commerce from Queen's University and a Master
of Business Administration from Schulich School of Business of York University.
Don Mackenzie(a)
Age: 65
Board/Committee Membership
Public Board Membership During Last Five Years
Director since: March 3, 2022
Director of the general partner of BBU since: 2016
Board (Chair) Audit Committee
Brookfield Business Partners L.P. / Brookfield Business Corporation
2016/2022 -
Present
Number of Exchangeable Shares and BBU Units Beneficially Owned, Controlled or Directed
(Independent)(b)
Areas of Expertise:
Corporate Strategy, Marketing, Technology, Entrepreneurship, Retail, Construction,
Sustainability, Real Estate
Exchangeable Shares
BBU Units(e)
Total Number of Exchangeable Shares and BBU Units
6,715
13,430
20,145
Michael Warren(a)
Age: 57
Director since: March 3, 2022
(Independent)(b)
Mr. Warren is the Managing Director of the Global Innovation and Growth Group of Albright Stonebridge Group ("ASG"), part of the Dentons Global Advisor. He served as ASG's Managing Principal from 2013 to 2017 and as Principal from 2009 to 2013. Prior to ASG, Mr. Warren served as the Chief Operating Officer and Chief Financial Officer of Stonebridge International from 2004 to 2009, where he managed operations, business development, finance, and personnel portfolios. Mr. Warren served in various capacities in the Obama Administration, including as senior advisor in the White House Presidential Personnel Office and as co-lead for the Treasury and Federal Reserve agency review teams of the Obama-Biden Presidential Transition. Mr. Warren serves on the board of the general partner of the partnership, the Board of Trustees, and the risk & audit committees at Commonfund, board of directors of Walker & Dunlop, Inc., the board of directors of MAXIMUS, and the board of directors of Ripple Labs. He serves as a Trustee of Yale University and is a member of the Yale Corporation Investment Committee. Mr. Warren formerly served as a Trustee of the District of Columbia Retirement Board and as a member of the board of directors of the United States Overseas Private Investment Corporation. Mr. Warren received degrees from Yale University and Balliol College
at Oxford University where he was a Rhodes Scholar.
Areas of Expertise: Corporate Strategy, M&A, Finance and Capital Allocation, CEO Experience, Risk Management, Sustainability, Asset Management, Government and Public Policy, Financial Services, Healthcare
Board/Committee Membership
Public Board Membership During Last Five Years
Board
Brookfield Business Corporation Walker & Dunlop, Inc.
Maximus Inc.
2022 - Present
2017 - Present
2019 - Present
Number of Exchangeable Shares and BBU Units Beneficially Owned, Controlled or Directed
Exchangeable Shares
BBU Units(e)
Total Number of Exchangeable Shares and BBU Units
8,805
--
8,805
Patricia Zuccotti(a)
Ms. Zuccotti is a director of the general partner of Brookfield Renewable Partners L.P. (and of Brookfield Renewable Corporation), where she is the Chair of the Audit Committee. Ms. Zuccotti also serves on the board of directors of the general partner of the partnership, where she is the Chair of the Audit Committee. She served as Senior Vice President, Chief Accounting Officer and Controller of Expedia, Inc. from October 2005 to September 2011. Prior to joining Expedia, Ms. Zuccotti was the Director, Enterprise Risk Services of Deloitte & Touche LLP from June 2003 until October 2005. Ms. Zuccotti is a Certified Public Accountant (inactive) and received her Master of Business Administration, majoring in accounting and finance, from the
University of Washington and a Bachelor of Arts, majoring in political science, from Trinity College.
Age: 77
Director since:
March 3, 2022
Director of the general partner of BBU since: 2016
(Independent)(b)
Areas of Expertise: Leadership of a Large Organization, Accounting, Auditing, Risk Management
Board/Committee Membership
Public Board Membership During Last Five Years
Board
Audit Committee (Chair)(c)
Brookfield Business Partners L.P. / Brookfield Business Corporation Brookfield Renewable Partners L.P. / Brookfield Renewable Corporation
2016/2022 -
Present 2011/2020 -
Present
Number of Exchangeable Shares and BBU Units Beneficially Owned, Controlled or Directed
Exchangeable Shares
BBU Units(e)
Total Number of Exchangeable Shares and BBU Units
3,235
4,961
8,196
Notes:
Cyrus Madon, Jeffrey Blidner, David Court and John Lacey principally live in Ontario, Canada. Stephen Girsky principally lives in New York, United States of America. David Hamill principally lives in Queensland, Australia. Anne Ruth Herkes principally lives in Munich, Germany. Don Mackenzie principally lives in Pembroke Parish, Bermuda. Michael Warren principally lives in Washington, DC, United States of America. Patricia Zuccotti principally lives in Washington State, United States of America.
"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. David Court and Michael Warren are the non-overlapping board members of BBUC who assist BBUC with, among other things, resolving any conflicts of interest that may arise from its relationship with BBU. David Court served on the board of directors of the general partner of BBU from February 2017 until he resigned from such board of directors in March 2022.
Patricia Zuccotti is the chair of the Audit Committee of the Board and is our Audit Committee financial expert. The Audit Committee of the Board consists solely of independent directors, each of whom are persons determined by the Corporation to be financially literate within the meaning of National Instrument 52-110 - Audit Committees. Each of the members of the Audit Committee of the Board has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation's financial statements.
"Affiliated" refers to a director nominee who (i) owns greater than a de minimis interest in the Corporation (exclusive of any securities compensation earned as a director) or (ii) within the last two years has directly or indirectly (a) been an officer of or employed by the Corporation or any of its affiliates, (b) performed more than a de minimis amount of services for the Corporation or any of its affiliates, or (c) had any material business or professional relationship with the Corporation other than as a director of the Corporation. "De minimis" for the purpose of this test includes factors such as the relevance of a director's interest in the Corporation to themselves and to the Corporation.
The Corporation requires its directors who are not affiliated with Brookfield to hold sufficient exchangeable shares and/or BBU Units such that the acquisition cost of the exchangeable shares and/or BBU Units held by such directors is equal to at least two times their annual retainer for serving as directors of the Corporation and the general partner of BBU, as applicable, as determined by the Board from time to time (the "Director Share Ownership Requirement"). Independent directors of the Corporation are required to meet the Director Share Ownership Requirement within five years of joining the Board. The value of two times the annual retainer for each such director is $330,000. For more information, see "Director Share Ownership Requirements" in Part Three of this Circular. Each of the directors individually and collectively beneficially own less than 1% of the exchangeable shares.
Jeffrey Blidner was a director of Brookfield Infrastructure Holdings Corporation (formerly, Brookfield Infrastructure Corporation) from 2020 to December 28, 2024 and has served as a director of Brookfield Infrastructure Corporation since December 23, 2024.
Jeffrey Blidner was a director of Brookfield Renewable Holdings Corporation (formerly, Brookfield Renewable Corporation) from 2020 to December 28, 2024 and has served as a director of Brookfield Renewable Corporation since December 23, 2024.
In February 2025, Nikola Corporation and certain of its subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in bankruptcy court for the District of Delaware. Mr. Girsky is currently the President and Chief Executive Officer and a director of Nikola Corporation and held these positions at the time of filing the voluntary petitions.
Summary of 2025 Nominees for Director
The following summarizes the qualifications of the 2025 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 proven record of success
Experience relevant to the Corporation's global activities
A commitment to sustainability and social issues
An inquisitive and objective perspective
An appreciation of the value of good corporate governance
The Board is comprised of ten (10) directors, which the Corporation considers an appropriate number given the diversity of its operations and the need for a variety of experiences and backgrounds to effectively oversee the governance of the Corporation and provide strategic advice to management. The Corporation reviews the expertise of incumbent and proposed directors in numerous areas, including those listed in the chart below.
Director Nominees
Business Development
Corporate Strategy / M&A
Leadership of a Large / Complex Organization
Risk Management
Legal & Regulatory
Sustainability
Industry Experience
Cyrus Madon
✓
✓
✓
✓
✓
Infrastructure, Power, Private Equity, Real Estate
Jeffrey Blidner
✓
✓
✓
✓
✓
✓
Infrastructure, Power, Private Equity, Real Estate
David Court
✓
✓
✓
Financial Services, Manufacturing, Private Equity, Data Analytics, Artificial Intelligence
Stephen Girsky
✓
✓
✓
✓
Automotive, Electric Vehicles, Manufacturing, Private Equity
Director Nominees
Business Development
Corporate Strategy / M&A
Leadership of a Large / Complex Organization
Risk Management
Legal & Regulatory
Sustainability
Industry Experience
David Hamill
✓
✓
✓
Government and Public Policy, Education, Social Services, Infrastructure
Anne Ruth Herkes
✓
✓
✓
✓
Government and Public Policy, International Affairs, Energy and Power, Space and Satellites
John Lacey
✓
✓
✓
✓
✓
Asset Management, Retail, Grocery, Private Equity, Restructurings
Don Mackenzie
✓
✓
✓
Real Estate, Retail, Construction, Technology, Entrepreneurship
Michael Warren
✓
✓
✓
✓
✓
Asset Management, Government and Public Policy, Financial Services, Healthcare, Private Equity, Real Estate
Patricia Zuccotti
✓
✓
✓
Accounting, Private Equity, Real Estate, Power
2024 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 2024. All directors attended each Board and committee meeting that was held during 2024 if they were a member of the Board or committee at the time of each meeting. The Board and its committees meet in camera without management present at all regular meetings, including those held by teleconference.
Directors
Independent
All
Board
Audit Committee
Governance and Nominating Committee
Cyrus Madon(a)
no
3 of 3
100%
3 of 3
-
-
Jeffrey Blidner
no
4 of 4
100%
4 of 4
-
-
David Court
yes
8 of 8
100%
4 of 4
-
4 of 4
Stephen Girsky
no
4 of 4
100%
4 of 4
-
-
David Hamill
yes
12 of 12
100%
4 of 4
4 of 4
4 of 4
Anne Ruth Herkes
yes
8 of 8
100%
4 of 4
-
4 of 4
John Lacey
yes
8 of 8
100%
4 of 4
-
4 of 4
Don Mackenzie
yes
8 of 8
100%
4 of 4
4 of 4
-
Michael Warren
yes
4 of 4
100%
4 of 4
-
-
Patricia Zuccotti
yes
8 of 8
100%
4 of 4
4 of 4
-
Notes:
(a) Cyrus Madon was appointed to the Board on February 1, 2024.
On recommendation of the audit committee of the Board (the "Audit Committee"), the Board proposes the reappointment of Deloitte LLP as the external auditor of the Corporation. Deloitte LLP, including the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates (collectively, "Deloitte"), as the principal external auditor of the Corporation. Deloitte has served as the external auditor of the Corporation since 2021. The appointment of the external auditor must be approved by a majority of the votes cast by holders of exchangeable shares and class B shares, voting together as a single class.
On any ballot that may be called for in the appointment of the external auditor, the Management Representatives designated on the form of proxy intend to vote such shares FOR reappointing Deloitte LLP, an Independent Registered Public Accounting Firm, as the external auditor, and authorizing the directors to set the remuneration to be paid to the external auditor, unless the shareholder has specified on the form of proxy that the shares represented by such proxy are to be withheld from voting in relation to the appointment of the external auditor.
Principal Accounting Firm Fees
Aggregate fees billed to the Corporation for the fiscal year ended December 31, 2024 by Deloitte amounted to approximately $8 million, representing audit, audit-related and tax fees. Fees reported for a particular year include differences between actual and planned amounts from the prior year, if applicable.
From time to time, Deloitte also provides consultative and other non-audit services to the Corporation, its subsidiaries and its affiliates pursuant to an Audit and Non-Audit Services Pre-Approval Policy (the "Audit Policy"). The Audit Policy governs the provision of audit and non-audit services by the external auditor and is annually reviewed by the Audit Committee. The Audit Policy provides for the Audit Committee's pre-approval of permitted audit, audit-related, tax and other non-audit services. It also specifies a number of services the provision of which is not permitted by the external auditor, including the use of the external auditor for, among other things, book keeping, the preparation of financial information, financial information, system design and implementation assignments.
The following table sets forth further information on the fees billed by Deloitte to the Corporation for the fiscal years ended December 31, 2024 and December 31, 2023.
$ millions
2024
2023
Audit fees
4.3
7.7
Audit-related fees
3.5
6.9
Tax fees
0.2
0.2
All other fees
-
-
Total fees
8.0
14.8
Audit fees include fees for services that would normally be provided by the external auditor in connection with our statutory audit of the Corporation, 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, consents and assistance with and review of 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 others: statutory audits of our subsidiaries, employee benefit plan audits, audits in connection with acquisitions, attest services that are not required for the company's statutory audit, and consultation concerning financial accounting and reporting standards.
Tax fees are principally for assistance in tax compliance and tax 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 with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario and within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the U.S. Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States).
Part Three - Statement of Corporate Governance Practices
The Corporation's corporate governance policies and practices are comprehensive and consistent with the guidelines for corporate governance adopted by Canadian Securities Administrators. The Corporation's corporate governance policies and practices 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 structure, practices and committees of the Board, including matters relating to the size, independence and composition of the Board, the election and removal of directors, requirements relating to Board action and the powers delegated to Board committees, are intended to mirror the practices of the partnership and are governed by the Corporation's articles and policies adopted by the Board. The Board is responsible for exercising the management, control, power and authority of the Corporation except as required by applicable law or the Corporation's articles. The following is a summary of certain provisions of the Corporation's articles and policies that affect the Corporation's governance.
The Board is currently comprised of ten (10) directors. The number of directors has been set at ten (10) by a resolution of the Corporation's directors. The Board may consist of such other number of directors as may be determined from time to time by a resolution of the Corporation's directors and subject to the Corporation's articles. At least three (3) directors and at least a majority of the directors holding office must be independent of the Corporation and Brookfield, as determined by the full Board using the standards for independence established under applicable securities laws. The Board mirrors the board of the general partner of the partnership, except that there are two additional non-overlapping Board members who assist the Corporation with, among other things, resolving any conflicts of interest that may arise from its relationship with the partnership. David Court and Michael Warren serve as the non-overlapping members of the board of directors. Mr. Court served on the board of directors of the general partner of the partnership from February 2018 until his resignation in March 2022.
If the death, resignation or removal of an independent director results in the Board consisting of less than a majority of independent directors, the vacancy must be filled promptly. Pending the filling of such vacancy, the Board may temporarily consist of less than a majority of independent directors and those directors who do not meet the standards for independence may continue to hold office.
Election and Removal of Directors
The Board is elected by the holders of exchangeable shares and class B shares of the Corporation and each of the Corporation's current directors will serve until the close of the next annual meeting of shareholders of the Corporation or his or her death, resignation or removal from office, whichever occurs first. Vacancies on the Board may be filled and additional directors may be added by a resolution of the shareholders or a vote of the directors then in office. A director may be removed from office by a resolution duly passed by the shareholders of the Corporation. A director will be automatically removed from the Board if he or she becomes bankrupt, insolvent or suspends payments to his or her creditors or becomes prohibited by law from acting as a director.
The Board has not adopted a majority voting policy for the election of directors. The Corporation is exempt from the TSX's requirement to adopt such a policy because Brookfield Business Partners, through its ownership of class B shares, has a 75% voting interest in the Corporation and is able to control the election and removal of directors serving on the Board. As a result of Brookfield Business Partners' voting interest, a majority voting policy would not serve a useful purpose for a majority-controlled company like the Corporation.
Lead Independent Director
Our independent directors have selected John Lacey to serve as the lead independent director. The lead independent director's primary role is to facilitate the functioning of the Board (independently of the Service Providers (as defined in APPENDIX A) and Brookfield), and to maintain and enhance the quality of our corporate governance practices. The lead independent director presides over the private sessions of our independent directors that take place following each meeting of the board and conveys the results of these meetings to the Executive Chairman. In addition, the lead independent director is available, when appropriate, for consultation and direct communication with shareholders or other stakeholders of the Corporation.
Term Limits and Board Renewal
The governance and nominating committee of the Board (the "Governance and Nominating Committee") reviews and assesses the qualifications of candidates to join the Board with the goal, among other things, of reflecting a balance between the experience that comes with longevity of service on the Board and the need for renewal and fresh perspectives.
The Board does not have a mandatory age for the retirement of directors and there are no term limits nor any other mechanisms in place that operate to compel board turnover. While we believe that mandatory retirement ages, director term limits and other board turnover mechanisms are overly prescriptive, periodically adding new voices to the Board can help us adapt to a changing business environment.
As such, the Governance and Nominating Committee reviews the composition of the Board on a regular basis in relation to approved director criteria and skill requirements and recommends changes as appropriate to renew the Board (see the "Governance and Nominating Committee" section in this Statement of Corporate Governance Practices for further information on the Corporation's process to identify candidates for election to the Board).
Board Diversity Policy
The Corporation has adopted a board diversity policy and is committed to enhancing the diversity of the Board. The diversity policy is informed by the Corporation's and the partnership's deep roots in many global jurisdictions and the belief that the Board should reflect a diversity of backgrounds relevant to its strategic priorities. This includes such factors as diversity of business expertise and international experience, in addition to geographic, cultural and gender diversity.
All Board appointments are based on merit, having due regard for the benefits of diversity, so that each nominee possesses the necessary skills, knowledge and experience to serve effectively as a director. Therefore, in the director identification and selection process, diversity criteria, such as gender and geographic and cultural background influences succession planning and is a criterion in adding new members to the Board. We appreciate the benefits of leveraging a range of diverse talents and perspectives and are committed to pursuing the spirit and letter of the diversity policy. The Governance and Nominating Committee is responsible for overseeing the implementation of the diversity policy and for monitoring progress towards achieving its objectives. The Board has an ongoing gender diversity target of ensuring at least 30% of the directors are women. We intend to fulfill the gender diversity target when the next vacancy on the Board is filled.
Of our ten (10) directors, seven (7) are independent. Two (2) of the independent directors are female. Accordingly, 20% of the directors of the Corporation are women, and women represent 29% of the independent directors of the Corporation.
As of December 31, 2024
As of December 31, 2023
Number
%
Number
%
Women on the Board
2
20%
2
22%
Mandate of the Board
The Board oversees the management of the Corporation's business and affairs directly and through two standing committees: the Audit Committee and the Governance and Nominating 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 the Corporation's website, https://bbu.brookfield.com/bbuc/overview under "Corporate Governance." The Board charter is also attached as Appendix A to this Circular.
In fulfilling its mandate, the Board is, among other things, responsible for the following:
assessing the principal risks of the Corporation's business and reviewing, approving and monitoring the systems in place to manage these risks;
reviewing and approving the reports issued to the shareholders, including annual and interim financial statements; and
promoting the effective operation of the Board.
Meetings of the Board
The Board meets at least four times each year, with additional meetings held to consider specific items of business or as deemed necessary. Meeting frequency and agenda items may change depending on the opportunities or risks faced by the Corporation. The Board is responsible for its agenda. Prior to each Board meeting, the Executive Chairman discusses agenda items for the meeting with Brookfield. At all quarterly meetings, the independent directors hold meetings without the presence of management and the directors that are not independent.
In 2024, there were four regularly scheduled Board meetings and one special meeting. Four regular quarterly meetings are scheduled for 2025.
Meetings of Independent Directors
At all quarterly meetings, the independent directors hold meetings without the presence of management and the directors who are not independent.
There were four meetings of independent directors during 2024.
Independent Directors
At least three directors and at least a majority of the directors holding office must be independent of the Corporation and Brookfield, as determined by the Board using the standards for independence established under applicable securities laws. In addition, the Corporation must have one director who does not overlap with the board of directors of the general partner of the partnership. The Corporation obtains information from its directors annually to determine their independence. The Board decides which directors are considered to be independent based on the recommendation of the Governance and Nominating Committee, which evaluates director independence based on the guidelines set forth under applicable stock exchange guidelines and 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.
At all quarterly meetings, the independent directors hold meetings without the presence of management and the directors that are not independent. The Board has also adopted certain conflicts management policies to govern its
practices in circumstances in which conflicts of interest with Brookfield may arise. See Item 6.C "Board Practices- Transactions Requiring Approval by the Governance and Nominating Committee", Item 6.C "Board Practices- Transactions in Which a Director Has an Interest" and Item 7.B "Related Party Transactions-Conflicts of Interest and Fiduciary Duties" in our Annual Report on Form 20-F.
The following table shows the directors standing for election at the meeting and whether each nominee will be an Independent, Affiliated or Management director.
Independent
(a)
Affiliated
(b)
Management
(c)
Reason for Affiliated or Management Status
Cyrus Madon Executive Chairman, Brookfield Private Equity Group
Jeffrey Blidner Vice Chair of Brookfield Corporation David Court
Stephen Girsky Consultancy arrangement related to work performed in connection with the acquisition of Clarios International Inc.
David Hamill
Anne Ruth Herkes
John Lacey
Don Mackenzie
Michael Warren
Patricia Zuccotti
Notes:
"Independent" refers to the Board's determination, based on the recommendation of the Governance and Nominating Committee, of whether a director nominee is "independent" under Section 1.2 of National Instrument 58-101.
"Affiliated" refers to a director nominee who (a) owns greater than a de minimis interest in the Corporation (exclusive of any securities compensation earned as a director) or (b) within the last two years has directly or indirectly (i) been an officer of or employed by the Corporation or any of its affiliates, (ii) performed more than a de minimis amount of services for the Corporation or any of its affiliates, or
(iii) had any material business or professional relationship with the Corporation other than as a director of the Corporation. "De minimis" for the purpose of this test includes factors such as the relevance of a director's interest in the Corporation to themselves and to the Corporation.
"Management" refers to a director nominee who is a current member of management of a Service Provider.
The Board considers that the seven directors listed as "Independent" above (approximately 70% of the Board) are independent.
Other Directorships
The following director nominees are also directors of other reporting issuers (or the equivalent in foreign jurisdictions) in addition to the Corporation and, other than the non-overlapping director, the general partner of the partnership:
Cyrus Madon: Brookfield Asset Management Ltd.;
Jeffrey Blidner: Brookfield Corporation, and the general partner of each of Brookfield Property Partners L.P., Brookfield Infrastructure Partners L.P. (and of Brookfield Infrastructure Corporation), and Brookfield Renewable Partners L.P. (and of Brookfield Renewable Corporation);
Stephen Girsky: Clarios International Inc. and Nikola Corporation;
David Hamill: Dalrymple Bay Infrastructure Limited;
Michael Warren: Walker & Dunlop, Inc. and Maximus Inc.; and
Patricia Zuccotti: the general partner of Brookfield Renewable Partners L.P. (and of Brookfield Renewable Corporation).
Expectations of Directors
The board of directors of the general partner of BBU has adopted a charter of expectations for directors (the "Charter of Expectations"), which applies to non-Brookfield-employed directors, which outlines the basic duties and responsibilities of directors and the expectations the Corporation places on them in terms of professional and personal competencies, performance, behavior, security ownership, conflicts of interest and resignation events. Among other things, the Charter of Expectations outlines the role of non-Brookfield-employed directors in stakeholder engagement and the requirement of directors to attend board meetings and review meeting materials in advance.
A director who directly or indirectly has an interest in a contract, transaction or arrangement with the Corporation or certain of its affiliates is required to disclose the nature of his or her interest to the full Board. Directors are also expected to submit their resignations to the Executive Chairman if they: (i) are unable to attend in person at least 75% of the regularly scheduled meetings of the Board, other than where, in the determination of the Board, such inability to attend meetings is due to illness or other extenuating circumstances that are expected to be temporary; (ii) become involved in a legal dispute, regulatory or similar proceeding that could adversely impact their ability to serve as director; (iii) take on new responsibilities in business, government, the community or likewise that could adversely impact their ability to serve as director; or (iv) experience other changes in personal or professional circumstances that could adversely impact their ability to serve as director. The Charter of Expectations is reviewed annually and a copy is posted on the Corporation's website, https://bbu.brookfield.com/bbuc/overview under "Corporate Governance".
Director Share Ownership Requirements
We believe that the directors of the Corporation can better represent our shareholders if they have economic exposure to the Corporation themselves. We expect that directors hold sufficient exchangeable shares and/or BBU Units such that the acquisition costs of the exchangeable shares or BBU Units held by such directors, in the aggregate, meets the Director Share Ownership Requirement, which is equal to at least two times their aggregate annual retainer for serving as a director of the Corporation or the general partner of the partnership, as applicable, as determined by the Board from time to time.
Directors are required to purchase the exchangeable shares and/or BBU Units on an annual basis with an acquisition cost equal to not less than 40% of their aggregate annual retainer until the Director Share Ownership Requirement has been met. Our directors are required to achieve the Director Share Ownership Requirement within five years of joining the Board (or the board of directors of the general partner of the partnership). In the event of an increase in the aggregate annual retainer, directors will have two years following the date of the change in the aggregate annual retainer to comply with the Director Share Ownership Requirement. In the case of directors who have served on the Board (or the board of the general partner of the partnership) less than five years at the date of the change in the aggregate annual retainer, such directors will be required to comply with the Director Share Ownership Requirement by the date that is the later of: (i) the fifth anniversary of their appointment to the Board, and (ii) two years following the date of the change in the aggregate annual retainer. All directors are currently meeting this share ownership requirement.
Director Orientation and Education
New directors are provided with comprehensive information about the Corporation and its affiliates. Arrangements are made for specific briefing sessions from appropriate senior personnel to help new directors better understand our strategies and operations. They also participate in the continuing education measures discussed below.
The Board receives annual operating plans for each of the Corporation's strategic business units and more detailed presentations on particular strategies. Existing directors are invited to join the orientation sessions for new directors as a refresher. The directors are also invited to participate in guided tours of our various operational facilities. They have the opportunity to meet and participate in work sessions with management to obtain insight into the operations of the Corporation and its affiliates. Directors are regularly briefed to help better understand industry-related issues such as accounting rule changes, transaction activity, capital markets initiatives, significant regulatory developments, as well as trends in corporate governance.
Committees of the Board
The Board believes that its committees assist in the effective functioning of the Board and help ensure that the views of independent directors are effectively represented.
The Board has two standing committees:
Audit Committee; and
Governance and Nominating Committee.
The responsibilities of these committees are set out in written charters, which are reviewed and approved annually by the Board. The charter of each Committee can be found on the Corporation's website, https://bbu.brookfield.com/bbuc/overview under "Corporate Governance". Special committees may be formed from time to time as required to review particular matters or transactions. The Corporation does not have a compensation committee as compensation is determined by Brookfield, as employer of the personnel who carry out the management and activities of our business. For more information on how compensation is decided, see "Executive Overview" in Part Five of this Circular and for more information on the Master Services Agreement, see "Management Contracts" in Part Six of this Circular. While the Board retains overall responsibility for corporate governance matters, the Audit Committee and the Governance and Nominating Committee each have specific responsibilities for certain aspects of corporate governance, in addition to their other responsibilities as described below.
Audit Committee
The Board is required to establish and maintain at all times an Audit Committee that operates pursuant to a written charter. The Audit Committee is required to consist solely of independent directors and each member must be financially literate and there will be at least one member designated as an Audit Committee financial expert.
The Audit Committee is responsible for assisting and advising the Board with matters relating to:
accounting and financial reporting processes;
the integrity and audits of the Corporation's financial statements;
compliance with legal and regulatory requirements;
the qualifications, performance and independence of the Corporation's independent accountants; and
data protection, privacy and the cybersecurity program.
The Audit Committee is also responsible for engaging the Corporation's independent accountants, reviewing the plans and results of each audit engagement with such independent accountants, approving professional services provided by such independent accountants, considering the range of audit and non-audit fees charged by such independent accountants and reviewing the adequacy of the Corporation's internal accounting controls.
As of the date of this Circular, the Audit Committee was comprised of the following three directors: Patricia Zuccotti (Chair), David Hamill and Don Mackenzie, all of whom are independent directors.
The Board has adopted a written policy on auditor independence, or the pre-approval policy. Under the pre-approval policy, except in very limited circumstances, all audit and permitted non-audit services are required to be pre-approved by the Audit Committee. The pre-approval policy prohibits the auditors from providing the following types of non-audit services:
Disclaimer
Brookfield Business Corporation published this content on May 09, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 09, 2025 at 13:55 UTC.