PERSONAL TRADING POLICY

Transcription

1 PERSONAL TRADING POLICY February 2014

2 TABLE OF CONTENTS Part I General Trading Policies... 1 Page 1. Introduction Applicability Prohibited Activities Insider Reporting Communication Consequences of Non-Compliance... 5 Part II Special Rules Applicable to Covered Persons Covered Persons Pre-Clearance and Other Rules Applicable to Covered Persons... 6 APPENDICES Appendix A Insider Reporting Guidelines... A-1 Appendix B Associated Companies and Entities... B-1 Personal Trading Policy February 2014 i

3 To All Directors, Officers and Employees PERSONAL TRADING POLICY This Personal Trading Policy (this Policy ) applies to Brookfield Asset Management Inc. and its whollyowned subsidiaries and its public-traded controlled affiliates (collectively, we, us, our or the company ). Separate personal trading policies of subsidiaries of the company may supplement this Policy so long as the provisions of such policies do not conflict with this Policy. All directors, officers and employees are required to comply with the securities laws and insider trading rules set out in the company s Code of Business Conduct and Ethics. This Policy supplements those provisions and is aimed at preventing directors, officers and employees from breaching prohibitions against insider trading, whether intentionally or unintentionally. In addition, this Policy is aimed at preventing directors, officers and employees from engaging in securities trading that, although not illegal, exposes them and/or the company to potential reputational risk. This Policy is divided into two parts: the first part prohibits trading in certain circumstances and applies to all directors, officers and employees and the second part imposes additional trading restrictions on certain designated directors, officers and employees. We expect each of you as directors, officers and employees to conduct your trading activities in accordance with this Policy. So that there can be no doubt as to what is expected of each of you in this regard, the Board of Directors of the company (the Board ) has endorsed this Policy. 1. INTRODUCTION PART I GENERAL TRADING POLICIES One of the principal purposes of securities laws is to prohibit insider trading. Simply stated, insider trading occurs when a person uses material non-public information to make decisions to purchase, sell, give away or otherwise trade a company s securities or to provide that information to others outside the company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person, including all directors, officers and employees, if the information involved is material and non-public. These terms are defined later on in this Policy. As is the case with policies of this nature, it is important to use common sense. The objective of this Policy is not to restrict your ability to manage your personal financial affairs, but to establish clear policies and procedures to avoid the risk of situations arising whereby you and/or the company could be harmed through damaged reputation or legal action. If a trade in securities becomes the subject of scrutiny, it will be viewed after the fact with the benefit of hindsight. You are therefore advised that before engaging in any trade, you should carefully consider how the trade may be construed with the benefit of hindsight. If you have questions regarding the application of any rule in this Policy or about the best course of action in a particular situation, you should seek guidance from the company s internal legal counsel. Personal Trading Policy February

4 2. APPLICABILITY This Policy applies to all transactions in the company s securities, including common stock, options and any other securities that the company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the company's securities, whether or not issued by the company. It also applies to securities in companies with which the company does business, or may do business with, or the company has invested in, including our clients and client counterparties, when you are in possession of material non-public information regarding such company by virtue of your role with us. This Policy applies to all directors, officers and employees regardless of their position, level or function. Your spouse, partner and family members who live in the same dwelling as you are also subject to the restrictions set out in this Policy. You are responsible for ensuring compliance by your family and other members of your household. For the purposes of this Policy, your investment activities are considered to include your own investment activities, as well as activities on any other account(s) over which you have trading authority or exercise similar influence other than in the course of your employment (e.g. as treasurer or investment officer of a charitable organization or foundation or acting as an informal investment advisor for family members, friends or investment clubs). Certain designated directors, officers and employees (collectively, Covered Persons ) are subject to additional trading restrictions due to the nature of their roles, responsibilities or physical location (regardless of their role or responsibilities) or because senior management believes that not doing so may expose the company to reputational risk. The Compliance department maintains a list of all Covered Persons and each individual s designation as a Senior Managing Partner, Access Person, BPAL Employee or Brookfield Insider. Each of these terms is defined later on in this Policy. If you have any question regarding your designation or which rules apply to you, you should seek guidance from the company s internal legal counsel. If you are employed by one of the company s regulated entities (i.e. entities regulated by FINRA, IROC, FSA), you may also be subject to additional trading oversight or policies. If you have any questions regarding the applicability of such policies, you should seek guidance from your supervisor or the company s internal legal counsel. This Policy is not intended to replace your individual responsibility to understand and comply with the legal prohibition on insider trading. This Policy applies not only during the cou. rse of your tenure with the company, but also after the completion or termination of such service to the extent that you possess material non-public information at the time such service is completed. 3. PROHIBITED ACTIVITIES Prohibition on Insider Trading As a rule, if you have material non-public information about any publicly traded entity or any other entity, and if you directly or indirectly through any person acting on your behalf, buy or sell securities of Personal Trading Policy February

5 that company before the information is public or no longer material then you will have violated insider trading laws. Information about an entity is material if a reasonable investor would consider the information important when deciding to buy, sell or hold that entity s securities. Information is non-public until it has been disclosed and adequate time has passed for the securities markets to digest the information. Common examples of material non-public information include: (i) advance notice of changes in senior management; (ii) unannounced mergers or acquisitions; (iii) significant pending or threatened litigation; and (iv) non-public financial results. If you are not sure whether information is material or non-public, consult with the company s internal legal counsel for guidance before engaging in a transaction. Prohibition on Tipping Tipping arises when you disclose material non-public information about any publicly traded or other entity to another person and that person either (i) trades in a security related to the information that you provided or (ii) provides the information to a third person who then makes a trade in a related security. Tipping is a violation of law, even if you do not personally make a trade or otherwise benefit from disclosing the information. You are prohibited from disclosing material non-public information to others outside the company, including relatives and friends. You should also refrain from discussing material non-public information with other employees unless they have a business need to know this information. Prohibition on Trading Advice If you have material non-public information about the company or a company with which the company does business, or may do business with, or the company has invested in, you should not give trading advice of any kind to anyone while in possession of that information, except that employees should advise others not to trade in those securities if such trade might violate the law or this Policy. Prohibition on Trading During a Trading Blackout Period You should not, directly or indirectly through any person acting on your behalf, buy or sell securities of the company during a trading blackout period. Trading blackout periods apply to all directors, officers and employees and generally occur during periods when financial statements are being prepared but results have not yet been generally disclosed. From time to time, other types of material non-public information regarding the company (such as negotiations of mergers, acquisitions or dispositions) may be pending and not be publicly disclosed. While such information is pending, special blackout periods may also be imposed on directors, officers and employees with access to such information. The prohibition on trading during a blackout period also applies to any securities issued pursuant to the company s automatic dividend reinvestment plan ( DRIP ). An individual should not make any election under the DRIP during a blackout period, including whether to enter into the DRIP or exit the DRIP. Individuals seeking to participate in the DRIP must elect to enter into the DRIP during a non-blackout period and may only elect to exit the DRIP during a non-blackout period. Personal Trading Policy February

6 Regular blackout periods generally commence at the close of business on the last business day of a quarter and end on the beginning of the first business day following the earnings call discussing the quarterly results. Blackout periods may also be prescribed from time to time as a result of special circumstances relating to the company. When the company imposes internal trading restrictions no director, officer or employee is permitted to trade in the blacked out security until the restriction has been lifted. Although you are prohibited from exercising stock options for cash during a blackout period, you are not prohibited from exercising stock options during a blackout period if such exercise results in you owning company securities, since the strike price does not vary with the market but is fixed by the terms of the option agreement or the plan. Upon the acquisition of such securities, you are then subject to the applicable blackout period. Notwithstanding the foregoing, reporting insiders (as defined below) may not exercise options during a blackout period. In certain very limited circumstances, you may be permitted to sell company securities directly to the company (or a group entity, as applicable) during a blackout period, subject to a limitation that the price is not greater than the average closing price over the preceding 20 trading days, or to otherwise trade in such securities during a blackout period. These transactions will be permitted only in special circumstances and must be approved in advance by either the Chief Executive Officer or Chief Financial Officer. Other Prohibited Transactions (a) Hedging Transactions You are prohibited from selling company securities short or buying or selling call or put options or other derivatives in respect of company securities. You are also prohibited from entering into other transactions which have the effect of hedging the economic value of any direct or indirect interests in the company s common equity. This prohibition includes your participation in the company s long-term stock ownership plans unless such transactions are executed and disclosed in full compliance with all applicable regulations and have been previously approved by either the Chief Executive Officer or Chief Financial Officer, and if such officers deem appropriate, the Governance and Nominating Committee of the Board. (b) Short-term Trading You may not purchase or sell company securities with the intention of reselling or buying them back in a relatively short period of time in the expectation of a rise or fall in the market price of the securities (as opposed to purchasing or selling company securities as part of a long term investment program). Once purchased, a company security must be held for at least 90 days from the date of the trade unless acquired pursuant to the exercise of rights under a stock option plan. (c) Pledging of Securities Company securities must not be pledged as collateral for a loan unless such transactions are executed and disclosed in full compliance with all applicable regulations and have been previously approved by either the Chief Executive Officer or Chief Financial Officer, and if such officers deem appropriate, the Governance and Nominating Committee of the Board. Company securities may not be held in a margin account. (d) Phantom Stock Options The company may, from time to time, establish so-called phantom option plans (such as deferred share unit (DSU) plans), where an individual may be eligible to Personal Trading Policy February

7 receive a cash bonus based on the value of a stated number of the company s securities at any specified period of time. No individual may exercise entitlements under a phantom stock option plan during a blackout period. 4. INSIDER REPORTING Certain directors, officers and employees may be considered reporting insiders under applicable securities laws and be required to file insider reports. In general, reporting insiders are persons who hold certain enumerated titles and those persons who both (i) receive or have access, in the ordinary course, to material non-public information about the company and (ii) have the ability to exercise, directly or indirectly, significant power or influence over the business, operations, capital or development of the company. This would generally include the boards of directors of our public entities and their Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Senior Managing Partners and others with similar levels of authority. The company s internal legal counsel maintains a list of all individuals who are considered reporting insiders. If you fall within the definition of a reporting insider, you must ensure that you comply with any applicable insider reporting requirements in respect of transactions in company securities. A description of the relevant insider reporting guidelines is set out in Appendix A. 5. COMMUNICATION Upon joining the company as a director, officer or employee, you will be provided with a copy of this Policy (or with electronic access to this Policy via the company s intranet) and will annually be asked to certify compliance with this Policy. This Policy is posted on the company s intranet. The version of this Policy on the intranet may be more current and up-to-date and supersedes any paper copies, should there be any discrepancy between paper copies and what is posted online. 6. CONESQUENCES OF NON-COMPLIANCE Violations of this Policy or legal and regulatory requirements could result in disciplinary action up to and including dismissal without notice or payment in lieu of notice depending upon the severity of the violation. In addition, the company may be liable as a result of a director, officer or employee s insider trading violations. Additionally, the criminal and civil consequences of prohibited insider trading, tipping or a failure to file an insider report on a timely basis can be severe and may include sanctions, substantial jail terms and penalties of several times the amount of profits gained or losses avoided. For example, penalties for violations of insider trading laws in Canada can include up to five years imprisonment and fines of up to the greater of $5 million and three times any profit made or loss avoided as a result of non-compliance with the laws. 1. COVERED PERSONS PART II SPECIAL RULES APPLICABLE TO COVERED PERSONS Covered Persons are subject to additional trading restrictions due to the nature of their roles, responsibilities or physical location (regardless of their role or responsibilities) or because senior management believes that not doing so may expose the company to reputational risk. Covered Persons Personal Trading Policy February

8 have been categorized into the following designations based on title, location and duties, taking into account the different duties of care of each Covered Person: Senior Managing Partner or SMP means individuals who have been appointed as such by Brookfield Asset Management s Chief Executive Officer or Board of Directors; Access Person means individuals who fall within the definition of such term in the Brookfield Asset Management Private Institutional Capital Group Investment Adviser Compliance Manual, as may be amended from time to time. If you are considered an Access Person, the company will advise you of this; BPAL Employee means all employees or personnel who provide similar services as employees of Brookfield Private Advisors LLC; and Brookfield Insider means company employees who, in connection with their duties or as a result of physical location, have access to or are able to obtain material non-public information concerning public or private investment activities of the company, which includes all directors and officers of the company and all employees physically located in our corporate offices. Please refer to the Brookfield Asset Management Inc. website for the current list of corporate offices. The Compliance department maintains a list of all Covered Persons and each individual s designation. If you have any question regarding your designation or which rules apply to you, you should seek guidance from the company s internal legal counsel. 2. PRE-CLEARANCE AND OTHER RULES APPLICABLE TO COVERED PERSONS In order to avoid situations which may present a real or perceived conflict of interest between the direct or indirect personal interests of a Covered Person and the company, Covered Persons are strongly encouraged to have their personal financial investments managed by third party professional managers, such as mutual fund managers or investment counsel. If, however, a Covered Person chooses to participate in securities trading, the following rules apply to all Covered Persons and their spouses, partners and family members who live in the same dwelling as them (collectively, Family Members ). Exceptions may be made by the Chief Executive Officer or Chief Financial Officer in respect of securities transactions conducted by a Family Member if such Family Member s primary occupation is in professional investment management and he or she is conducting such transactions on behalf of a non-family Member third party in such capacity. Rules Applicable to All Covered Persons (a) Permitted Transactions Transactions by Covered Persons and their Family Members in the following types of securities ( Permitted Securities ) do not require any approval and are exempt from the pre-clearance requirements of this Policy: government securities, foreign or domestic; Personal Trading Policy February

9 corporate bonds; short-term instruments, such as certificates of deposit ( CDs ) and guaranteed investment certificates, of financial intermediaries including life insurance companies and banks where these instruments are purchased for holding to maturity; bankers acceptances, bank CDs, repurchase agreements or commercial paper of nonfinancial institutions with a maturity of 180 days or less where these instruments are purchased for holding to maturity; purchases under DRIPs (discretionary DRIPs or stock purchase programs, however, must be pre-cleared in accordance with this Policy); open-end mutual funds (or the equivalent, including funds of funds); closed-end mutual funds; exchange-traded funds (i.e., Holders, ishares, OPALS); non-equity options (i.e., index funds); foreign exchange securities (i.e., currency, forwards and metals); commodity futures (i.e., oil, corn and sugar); insurance products in which underlying investment options are open-end mutual funds; trades done in a blind trust (i.e., a trust in which you are a beneficiary but for which you do not receive any reporting and have no knowledge regarding investments); and transactions executed on your behalf by professional investment counsel, provided that you have provided no information or instructions regarding the subject security other than customary general client investment objectives and similar information. Certain permitted transactions must be reported by Access Persons and BPAL Employees as described below. (b) Transactions Requiring Pre-Clearance i. Brookfield Securities Transactions by Covered Persons and their Family Members in public securities issued by the company, its subsidiaries and affiliates, including but not limited to securities of the issuers listed in Appendix B, ( Brookfield Securities ) are permitted, provided that these transactions do not occur during any applicable blackout periods and have been approved in advance in accordance with this Policy. If you wish to execute a market order in Brookfield Securities, including a trade through the company s 401(k) plan, you must submit a request for pre-clearance through the company s automated trade approval system. Approved transactions must be executed by the end of the second business day following the receipt of such approval. Nonemployee directors of the company and its subsidiaries and affiliates ( Outside Directors ) may pre-clear a transaction in Brookfield Securities by ing the company s Secretary or internal legal counsel. Specific approval and pre-clearance is not required for the exercise of stock options into Brookfield Securities by a Covered Person under this Policy. Rather these types of trades are governed by the company s stock option exercise procedures. Personal Trading Policy February

10 ii. Other Marketable Securities Transactions in other individual marketable securities such as stocks, bonds, debentures, warrants, rights and options ( Marketable Securities ) may be permitted for Covered Persons (other than Senior Managing Partners and their Family Members) in certain instances. If you wish to execute a market order in Marketable Securities, including a trade through the company s 401(k) plan, you must submit a request for pre-clearance through the company s automated trade approval system. Approved transactions must be executed by the end of the second business day following the receipt of such approval. Outside Directors are not subject to these pre-clearance requirements for Marketable Securities. Despite any prior approvals in connection with a transaction described above, you may be restricted from subsequent transactions in the same security (e.g., you may be unable to sell the security once acquired) or the company may subsequently require that you sell a specific security in the future. In either case, the company will not be under any obligation to reimburse you for any losses. Covered Persons (other than Outside Directors) may not purchase securities in connection with an initial public offering or private placement without first seeking pre-clearance through the company s automated trade approval system. Approval will be granted or denied within 24 hours of the request being submitted and may involve an additional request for information from the company s Legal or Compliance departments. BPAL Employees are prohibited from purchasing securities in connection with an initial public offering. Specific approval is not required for transactions in securities that are (i) non-volitional in nature, including mergers, recapitalizations, distributions-in-kind or similar transactions or (ii) purchases that are part of a DRIP. Upon request of the company, Covered Persons will be required to provide an annual confirmation that they and their Family Members have not conducted any personal securities transactions that were not pre-cleared. If a Covered Person or a Family Member fails to pre-clear a trade when required, barring extenuating circumstances, they may be asked to cancel or reverse the trade and/or trading privileges may be suspended for a specified amount of time. If required to reverse or cancel a trade, the Covered Person or their Family Member, as applicable, is responsible for any trading losses while any trading gains will be forfeited to the company. Additional Rules Applicable to Senior Managing Partners As noted above, Senior Managing Partners and their Family Members are prohibited from conducting personal securities transactions in Marketable Securities. They must delegate any such activity to an arm s length professional on a fully discretionary basis. SMPs and their Family Members may however transact in Permitted Securities and in Brookfield Securities in accordance with (2)(b)(i) above. SMPs or their Family Members may have previously held positions in Marketable Securities prior to joining the company or becoming an SMP. These holdings should be disclosed to the Chief Financial Officer who will review and provide approval for the grandfathering of these open positions. Should the SMP or a Family Member want to trade one of these grandfathered Marketable Securities, pre- Personal Trading Policy February

11 clearance approval must be sought through the company s automated trade approval system. Approved transactions must be executed by the end of the second business day following the receipt of such approval. Additional Rules Applicable to Access Persons and BPAL Employees Access Persons and BPAL Employees are required to identify all of their Reportable Accounts on the company s automated trade approval system so that trading activities in those accounts can be monitored. A Reportable Account is an account over which the Access Person or BPAL Employee has investment discretion, influence or control, and in which the Access Person or BPAL Employee may benefit from profits in the account, other than: Any Account in which transactions are effected only pursuant to an automatic investment plan; and Any account which holds only bank certificates of deposit, bankers acceptances, commercial paper, direct obligations of the Government of the United States, money market funds, and open ended mutual funds (not managed by the company). Reportable Accounts, as defined above, may include: Personal brokerage accounts (including, but not limited to: individual and joint accounts, 401(k)s, RSPs, IRAs, UGMAs, RESPs, TFSAs, LIRAs, Keogh Plans, trusts, family limited partnerships, guardianship or conservatorships accounts); Accounts of Family Members living in the same dwelling as you; Investment club accounts; Accounts for business interests outside of the company; Accounts for which you are a trustee or for which you have discretionary authority; and Employer sponsored retirement accounts if they are self-directed or if they hold securities other than open-end mutual funds (i.e., profit sharing and 401(k)s). This includes the company s 401(k) plan. Reportable Accounts, as defined above, do not include: Accounts managed by a professional third party financial advisor who has full discretion over investment decisions and for which you do not provide any trading instructions; A blind trust in which you are a beneficiary but for which you do not receive any reporting and have no knowledge regarding the investments in the account; Accounts in which you are permitted to hold only open-end mutual funds (i.e. 529 savings plans and accounts held directly with a mutual fund company); and Insurance products only if the underlying investment options are mutual funds or exchangetraded funds. Access Persons must identify their Reportable Accounts within 10 days of being notified of such designation. BPAL Employees must identify their Reportable Accounts at the time of hire and, for new Personal Trading Policy February

12 accounts, prior to opening the account or placing an initial order for the purchase or sale of securities. Access Persons and BPAL Employees will be required to annually certify that they have disclosed all Reportable Accounts. Statements for each Reportable Account must be provided to the Compliance department initially when an individual becomes an Access Person or a BPAL Employee. Access Persons and BPAL Employees are also required to notify the Compliance department when a Reportable Account is opened or closed. Statements for Reportable Accounts must be provided to the Compliance department directly by the financial institutions in which the accounts were opened on an ongoing basis within 30 days of the quarter end. Access Persons and BPAL Employees may be asked to facilitate the provision of statements to the Compliance department. Investments that are not held through a broker must be reported to the Compliance department prior to any initial investment or becoming an Access Person or BPAL Employee and annually. Personal Trading Policy February

13 Reporting Insiders APPENDIX A INSIDER REPORTING GUIDELINES Under the insider reporting rules which came into force on April 30, 2010, reporting insiders of a reporting issuer ( Reporting Insiders ) must file insider reports upon becoming a Reporting Insider and upon any change in their holdings of securities of the reporting issuer. In general, these reporting requirements are intended to apply to persons who both (i) receive or have access, in the ordinary course, to material undisclosed information about the reporting issuer and (ii) have the ability to exercise, directly or indirectly, significant power or influence over the business, operations, capital or development of the reporting issuer. This would generally include the company s board of directors and its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Senior Managing Partners and others with similar levels of authority. The company s internal legal counsel maintains a list of all individuals who are considered Reporting Insiders. Insider Reporting A person who becomes a Reporting Insider must file an insider report within 10 calendar days (or shorter period if prescribed by the regulations) of becoming a Reporting Insider. In addition, a Reporting Insider must also file an insider report when there is any change in their holdings of securities of the reporting issuer within five calendar days (or shorter period if prescribed by the regulations) of the change. In the insider report, a Reporting Insider must report not only their direct holdings of securities of the reporting issuer, but any indirect beneficial ownership of securities, as well as securities of reporting issuer over which they exercise control or direction. Under the insider reporting rules, beneficial ownership passes on the day of the trade, not the day of settlement. An insider report must include not only all publicly-traded securities of the issuer held by the Reporting Insider, whether they be voting or non-voting, debt, equity and trust units, but also related financial instruments which include the grant, exercise or expiry of any options and deferred or restricted share units related to these securities. Insider reports should be filed electronically through the System for Electronic Disclosure (SEDI). The consequences for failure to file in a timely manner or filing a report that contains information that is materially misleading may include late filing fees; the Reporting Insider being identified as a late filer on a public database of late filers maintained by certain securities regulators; the issuance of a cease trade order that prohibits the Reporting Insider from trading in securities of the applicable reporting issuer or any reporting issuer until a specified period of time has elapsed or enforcement proceedings. It is the personal responsibility of each Reporting Insider to ensure that the required insider reports are filed in a timely fashion. The company s internal legal counsel can assist you with the filing of these reports. Personal Trading Policy February 2014 A-1

14 APPENDIX B ASSOCIATED COMPANIES AND ENTITIES The following is a non-exhaustive list of the issuers of Brookfield Securities: Acadian Timber Income Fund Ainsworth Lumber Co. Ltd. Brookfield Asset Management Inc. Brookfield Australian Opportunities Fund Brookfield Canada Office Properties Brookfield Global Listed Infrastructure Income Fund Inc. Brookfield High Yield Strategic Income Fund Brookfield Incorporações S.A. Brookfield Infrastructure Partners L.P. Brookfield Investments Corporation Brookfield New Horizons Income Fund Brookfield Office Properties Inc. Brookfield Prime Property Fund Brookfield Property Partners L.P. Brookfield Real Estate Services Inc. Brookfield Renewable Energy Partners L.P. Brookfield Renewable Power Preferred Equity Inc. Brookfield Residential Properties Inc. CWC Well Services Corp. General Growth Properties Inc. Helios Advantage Income Fund, Inc. Helios High Income Fund, Inc. Helios High Yield Fund Helios Multi-Sector High Income Fund, Inc. Helios Strategic Income Fund, Inc. Helios Total Return Fund, Inc. Multiplex European Property Fund Multiplex SITES Trust Norbord Inc. Partners Value Fund Inc. Partners Value Split Corp. Rouse Properties, Inc. Western Forest Products Inc. Personal Trading Policy February 2014 B-1