From pages 67 and 68 of the Annual Information Form published last week. Rather shocking if you ask me, but that's not all of it... more to come, I promise... lots of interesting corporate governance issues at this company, a case study frankly of what not to do.
Conflicts of Interest
There are potential conflicts of interest to which the Trustees and officers of BTB will be subject to in connection with the operations of BTB.
The Contract of Trust contains "conflict of interest" provisions that serve to protect Unitholders without creating undue limitations on BTB. As the Trustees may be engaged in a wide range of real estate and other activities, the Contract of Trust contains provisions, similar to those contained in the CBCA that require each Trustee to disclose to BTB any interest in a material contract or transaction or proposed material contract or transaction with BTB (or an affiliate of BTB). A Trustee who has made disclosure to the foregoing effect is not entitled to vote on any resolution to approve the contract or transaction except in limited circumstances such as where the contract or transaction is one for indemnity under the provisions of the Contract of Trust or liability insurance.
The Contract of Trust further provides that a property manager, the Trustees and officers of BTB (and their respective affiliates and associates) and the directors and officers thereof may, from time to time, be engaged, directly or indirectly, for their own account or on behalf of others (including without
limitation as trustee, administrator, manager or property manager of other trusts or portfolios) in real estate investments and other activities identical or similar to and competitive with the activities of BTB and its subsidiaries. The Contract of Trust further provides that neither a property manager, a Trustee
or officer of BTB, nor any of their respective affiliates or associates (or their respective directors and officers) shall incur or be under any liability to BTB, any Unitholder or any annuitant by reason of, or as a result of any such engagement or competition or the manner in which such person may resolve
any conflict of interest or duty arising therefrom.