U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(Check One)
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Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
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or
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x
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Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2013 Commission
file number: 001-35391
BROOKFIELD
CANADA OFFICE PROPERTIES
(Exact name of registrant as specified in
its charter)
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Canada
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6798
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Not Applicable
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(Province or other jurisdiction
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(Primary
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(I.R.S. Employer
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of incorporation or organization)
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Standard
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Identification Number)
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Industrial
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Classification
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Code Number
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(if applicable))
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Brookfield Place
181 Bay Street, Suite 330
Toronto, Ontario, Canada, M5J 2T3
(416) 359-8555
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Torys LLP
1114 Avenue of the Americas
23
rd
Floor
New York, New York 10036-7703
Attention: Andrew J. Beck
(212) 880-6000
(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent For Service in the United States)
Securities registered or to be registered
pursuant to Section 12(b) of the Act.
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Title of each class
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Name of each exchange on which registered
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Trust Units
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The New York Stock Exchange
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Securities registered or to be registered
pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark
the information filed with this Form:
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x
Annual Information Form
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Audited Annual Financial Statements
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Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report: 26,167,835
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements
for the past 90 days.
Yes
x
No
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Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes
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No
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FORM 40-F
Principal Documents
The following documents, filed as Exhibits 99.1 through 99.2
hereto, are hereby incorporated by reference into this Annual Report on Form 40-F:
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(a)
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Annual Information Form for the fiscal year ended December 31,
2013;
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(b)
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Management’s Discussion and Analysis of Financial Results
for the fiscal year ended December 31, 2013 attached hereto as Exhibit 99.2;
and
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(c)
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Consolidated Financial Statements for the fiscal year ended December 31, 2013 attached hereto as Exhibit 99.2.
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ADDITIONAL DISCLOSURE
Certifications and Disclosure Regarding Controls and Procedures
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(a)
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Certifications
. See Exhibits 99.3 to 99.6 to this
Annual Report on Form 40-F.
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(b)
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Disclosure Controls and Procedures
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As of the end of the registrant’s fiscal year
ended December 31, 2013, an evaluation of the effectiveness of the registrant’s “disclosure controls and procedures”
(as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) was carried out by the registrant’s principal executive officer and principal financial officer. Based upon
that evaluation, the registrant’s principal executive officer and principal financial officer have concluded that as of the
end of that fiscal year the registrant’s disclosure controls and procedures were effective to ensure that information required
to be disclosed by the registrant in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms and (ii)
accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure.
It should be noted that while the registrant’s
principal executive officer and principal financial officer believe that the registrant’s disclosure controls and procedures
provide a reasonable level of assurance that they are effective, they do not expect that the registrant’s disclosure controls
and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how
well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
met.
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(c)
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Management’s Annual Report on Internal Control Over Financial Reporting
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The disclosure provided in Management’s Report
on Internal Control over Financial Reporting included in the registrant’s audited consolidated financial statements attached
hereto as Exhibit 99.2 is incorporated by reference herein.
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(d)
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Attestation Report of the Registered Public Accounting Firm
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The disclosure provided in the Report of Independent
Registered Public Accounting Firm included in the registrant’s audited consolidated financial statements attached hereto
as Exhibit 99.2 is incorporated by reference herein.
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(e)
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Changes in Internal Control over Financial Reporting
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During the fiscal year ended December 31, 2013,
there were no changes in the registrant’s internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Notices Pursuant to Regulation BTR
None.
Audit Committee Financial Experts
The registrant’s board of trustees has determined that
Colum Bastable, Paul D. McFarlane and Susan L. Riddell Rose, all members of the registrant’s audit committee, qualify as
“independent” (as such term is defined in New York Stock Exchange Listed Company Manual (“NYSE Rules”))
and that Mr. McFarlane is an “audit committee financial expert” (as such term is defined in Form 40-F).
Code of Ethics
The registrant has adopted a “code of ethics” (as
that term is defined in Form 40-F), entitled the Code of Business Conduct and Ethics (the “Code of Ethics”), that applies
to all trustees, officers and employees.
The Code of Ethics, which complies with the NYSE Rules, is available
for viewing on the registrant’s website at www.brookfieldcanadareit.com, and is available without charge in print to any
unithholder who requests it. Requests for copies of the Code of Ethics should be made by contacting our Investor Relations
department by mail at Brookfield Place, 181 Bay Street, Box 770, Toronto, Ontario M5J 2T3, by calling 1-855-212-8243 or by e-mail
to investor.relations@brookfieldproperties.com.
All amendments to the Code of Ethics, and all waivers of the
Code of Ethics with respect to any trustee, officer or employee of the registrant, will be posted promptly on the registrant’s
website.
Principal Accountant Fees and Services
Deloitte LLP (“Deloitte”) is the external auditor
of the registrant. From time to time, Deloitte has provided consulting and other non-audit services to the registrant
and its subsidiaries.
The information set forth under the heading “External
Auditor Service Fees (By Category)” under the “Audit Committee Information” section of the registrant’s
Annual Information Form for the fiscal year ended December 31, 2013, attached hereto as Exhibit 99.1, is incorporated by reference
herein. None of the fees billed by Deloitte in 2013 were for non-audit related services.
The Audit Committee of the board of trustees has determined
that the provision of these services is compatible with the maintenance of the independence of Deloitte.
Pre-Approval Policies and Procedures
The registrant has adopted the following policies and procedures
with respect to the pre-approval of audit and permitted non-audit services to be provided by Deloitte:
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1.
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Deloitte may not be engaged to perform for the registrant, and is prohibited from performing for the registrant, any service enumerated in Section 201(a) of the Sarbanes-Oxley Act of 2002, except as may otherwise be provided by law or regulation.
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2.
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Deloitte may perform no services for the registrant, whether associated with audit or non-audit functions, unless the services to be provided have been approved prior to their performance by the registrant’s Audit Committee, except as may otherwise be provided by law or regulation.
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The registrant’s Audit Committee has approved a list of services that is sufficiently detailed as to the particular services to be provided to ensure that (i) the Audit Committee knows precisely what services it is being asked to pre-approve; and (ii) it is not necessary for any member of management to make a judgment as to whether a proposed service fits within the pre-approved services.
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The authority to grant any pre-approval sought from the registrant’s Audit Committee has been delegated to the Audit Committee Chairperson, acting alone in respect of services for which estimated fees do not exceed $250,000; provided, however, that no such pre-approval may be granted with respect to any service proposed to be performed for the registrant by Deloitte that either is prohibited pursuant to Section 201(a) of the Sarbanes-Oxley Act of 2002 or otherwise appears reasonably likely to compromise Deloitte’s independence; and provided further, that any pre-approval granted pursuant to this delegation of authority will be reviewed with the Audit Committee at its next regularly scheduled meeting.
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Off-Balance Sheet Arrangements
None.
Disclosure of Contractual Obligations
The information provided in the Management’s Discussion
and Analysis of Financial Results for the fiscal year ended December 31, 2013, included in Exhibit 99.2 as filed with this Annual
Report on Form 40-F, contains the registrant’s disclosure of contractual obligations and is incorporated by reference herein.
Identification of the Audit Committee
The registrant has a separately-designated standing Audit Committee
established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are: Paul D. McFarlane
(Chairman), Colum Bastable and Susan L. Riddell Rose.
Disclosure Pursuant to the Requirements of the New York Stock
Exchange
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Independence Requirements
The board of trustees is currently composed of seven trustees.
The board of trustees considers that its size and composition is appropriate given the diversity of the registrant’s operations
and the need for a variety of experience and backgrounds. The board of trustees believes that a combination of independent
trustees, trustees related to the registrant’s parent company, Brookfield Office Properties Inc. (“BPO”) and
one trustee drawn from management leads to a constructive exchange in board deliberations resulting in objective, well-balanced
and informed discussion and decision making.
Each trustee must have an understanding of the registrant’s
principal operational and financial objectives, plans and strategies, financial position and performance as well as the performance
of the registrant relative to its principal competitors. Trustees must have sufficient time to carry out their duties
and not assume responsibilities that would materially interfere with or be incompatible with board of trustees membership. Trustees
who experience a significant change in their personal circumstances, including a change in their principal occupation, are expected
to advise, and submit a written resignation letter to, the Chairperson of the Governance and Nominating Committee and, if determined
appropriate by the board on the recommendation of the Governance and Nominating Committee resign from the board of trustees.
The board of trustees, with the assistance of the Governance
and Nominating Committee, determines whether each trustee is an independent trustee. In determining independence, the board of
trustees utilizes the definition of “independent” in the NYSE Rules and in Canadian National Instrument 52-110, “Audit
Committees” (“NI 52-110”). In making these determinations, the board of trustees examines the results
of annual questionnaires completed by each trustee, as well as each individual trustee’s circumstances and his or her relationship
to the registrant and its affiliates. For a trustee to be independent, the board must affirmatively determine that such
trustee has no material relationship with the registrant and, in the case of audit committee members, such trustee did not receive
any consulting, advisory, or other compensatory fee from the registrant except in his or her capacity as a member of the board
of trustees or a committee thereof.
The board has a policy that at least a majority of its trustees
should be independent trustees in order to ensure that the board’s interests are closely aligned with the interests of the
registrant’s unitholders.
The board of trustees has determined that a majority of its
trustees are independent, and has classified the seven trustees as follows:
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Four independent trustees: Colum Bastable, Roderick D. Fraser, Paul D. McFarlane and Susan L. Riddell Rose. In determining that all of these trustees are independent, the board of trustees considered all relevant facts and circumstances, including that in the normal course of business, the registrant provides real estate and/or services to, and receives rental income and/or services from, companies with whom some of these trustees are affiliated.
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Three non-independent trustees: Thomas F. Farley, Dennis H. Friedrich and T. Jan Sucharda. While the board of trustees considers that Messrs. Friedrich’s and Farley’s interests are fully aligned with the interests of minority unitholders, and that they act independently of management, the applicable rules suggest that they be considered not independent due to their roles with the registrant’s majority shareholder, BPO. Mr. Sucharda is not independent because he is a member of senior management of the registrant.
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There are no interlocking directorships among our trustees.
Presiding Trustee at Meetings of Independent Trustees
The registrant schedules regular executive sessions at which
the registrant’s “independent directors” (as that term is defined in the NYSE Rules) meet without management
participation. Colum Bastable serves as the chairman
at such sessions (the “Independent Designee”).
Communication with Non-Management Trustees
Unitholders may send communications to the registrant’s
non-management trustees by writing to Colum Bastable, c/o Secretary, Brookfield Canada Office Properties, Brookfield Place, 181
Bay Street, Suite 330, Toronto, Ontario, Canada, M5J 2T3 or by email to
investor.relations@brookfieldproperties.com. Communications
will be referred to the
Independent Designee for appropriate action. The status of all outstanding concerns addressed
to the
Independent Designee will be reported to the board of trustees as appropriate.
Corporate Governance Guidelines
According to the NYSE Rules, a listed company must adopt
and disclose a set of corporate governance guidelines with respect to specified topics. Such guidelines are required
to be posted on the registrant’s website. The registrant’s governance practices comply in all significant
respects with the NYSE Rules. The Governance Guidelines are available for viewing on the registrant’s website
at www.brookfieldcanadareit.com and are available without charge in print to any unitholder who requests them. Requests
for copies of the Governance Guidelines should be made by contacting our Investor Relations department by mail at Brookfield Place,
181 Bay Street, Box 770, Toronto, Ontario M5J 2T3, by calling 1-855-212-8243 or by e-mail to investor.relations@brookfieldproperties.com.
Board Committee Mandates
The mandates of the registrant’s Audit Committee and Governance
and Nominating Committee are each available for viewing on the registrant’s website at www.brookfieldcanadareit.com, and
are available in print without charge to any unitholder who requests them. Requests for copies of these documents should
be made by contacting our Investor Relations department by mail at Brookfield Place, 181 Bay Street, Box 770, Toronto, Ontario
M5J 2T3, by calling 1-855-212-8243 or by e-mail to investor.relations@brookfieldproperties.com.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform
and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other
mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified
health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under
the regulation of the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health
Act of 1977, as amended (the “Mine Act”). During the fiscal year ended December 31, 2013, the registrant did not have
any mines in the United States subject to regulation by MSHA under the Mine Act.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking.
The registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the
SEC staff, information relating to: (i) the securities registered pursuant to Form 40-F; (ii) the securities
in relation to which the obligation to file an annual report on Form 40-F arises; or (iii) transactions in said securities.
B. Consent to Service of Process.
The registrant has previously filed a Form F-X in connection
with the class of securities in relation to which the obligation to file this report arises.
Any change to the name or address of the agent for service of
process of the registrant shall be communicated promptly to the SEC by an amendment to the Form F-X referencing the file number
of the registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant
certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 31, 2014.
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BROOKFIELD CANADA OFFICE PROPERTIES
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By:
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/s/ Michelle L. Campbell
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Name: Michelle L. Campbell
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Title: Assistant Secretary
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Date: March 31, 2014
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Annual Information Form for the fiscal year ended December 31,
2013
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99.2
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Management’s Discussion
and Analysis of Financial Results for the fiscal year ended December 31, 2013 and the Consolidated Financial Statements for the
fiscal year ended December 31, 2013
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99.3
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
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99.4
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
or 15d-14(a) of the Securities Exchange Act of 1934
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99.5
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Section 1350 Certification of Chief Executive Officer
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99.6
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Section 1350
Certification of Chief Financial Officer
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99.7
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Consent of Deloitte LLP
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