Holloway Lodging REIT is governed according to established principles and guidelines for investments trusts. This way, we will maintain a high degree of integrity, accountability and transparency in all of our operations.
The Audit Committee is a committee of the Board of Trustees of Holloway Lodging Real Estate Investment Trust whose primary function is to manage and maintain the effectiveness of the financial aspects of the REIT.
The Committee shall report the results of its activities and associated recommendations to the Board and to Management with respect to the financial statements of the REIT (which are the responsibility of Management).
The Committee shall be comprised of not less than three Trustees, all of whom must be Independent Trustees, as defined by the REIT’s Declaration of Trust and in accordance with applicable regulatory and stock exchange requirements.
All members of the Committee shall have 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 financial statements of the REIT.
The Committee shall:
(i) review the REIT’s procedures for internal control with the REIT’s auditors and Chief Financial Officer;
(ii) review and approve the engagement of the auditors;
(iii) review annual and quarterly financial statements as well as all other material continuous disclosure documents, such as the REIT’s annual information form and management’s discussion and analysis;
(iv) assess the REIT’s financial and accounting personnel;
(v) assess the REIT’s accounting policies;
(vi) review the REIT’s risk management procedures; and
(vii) review any significant transactions outside the REIT’s ordinary course of business and any pending litigation involving the REIT.
The Compensation and Governance Committee is a committee of the Board of Trustees of Holloway Lodging Real Estate Investment Trust whose primary function is to review, oversee and evaluate the compensation policies and governance policies of the REIT.
The Committee shall be comprised of not less than three Trustees, a majority of whom must be Independent Trustees as defined by the REIT’s Declaration of Trust and in accordance with applicable regulatory and stock exchange requirements.
The Committee shall:
(i) consider questions of management succession;
(ii) administer any unit option or purchase plan of the REIT, and any other compensation incentive programs;
(iii) assess the performance of management of the REIT;
(iv) review and approve the compensation paid by the REIT, if any, to any officers, advisers and any consultants of the REIT;
(v) review and make any recommendations to the Board concerning the level and nature of the compensation payable to Trustees and officers of the REIT.
(vi) assess the effectiveness of the Board, each of its committees and individual Trustees;
(vii) oversee the recruitment and selection of candidates as Trustees of the REIT;
(viii) organize an orientation and education program for new Trustees;
(ix) consider and approve proposals by the Trustees of the REIT to engage outside advisers on behalf of the Board of Trustees as a whole or on behalf of the Independent Trustees of the REIT; and
(x) review and make recommendations to the Board of Trustees concerning any change in the number of Trustees of the REIT.