Standing Committees

The Board of Directors of Brookfield Asset Management believes that board committees assist the effective functioning of the company's board of directors and help ensure that the views of independent directors are effectively represented. Only independent directors sit on the Board's committees.

Brookfield's Board has three standing committees:

• the Audit Committee
• the Governance & Nominating Committee
• the Management Resources & Compensation Committee

The current composition of the Board's committees is as follows:

	Independent Director	Audit Committee	Governance & Nominating Committee	Management Resources & Compensation Committee
	Marcel R. Coutu	Chair & Designated Financial Expert
	J. Trevor Eyton
	James K. Gray
	Maureen Kempston Darkes
	Lance Liebman			Chair
	Philip B. Lind
	G. Wallace F. McCain
	Frank J. McKenna (Lead Director)		Chair & Lead Director
	Jack M. Mintz
	Patricia M. Newson	Designated Financial Expert
	James A. Pattison
	George S. Taylor	Designated Financial Expert

The responsibilities of the standing committees are set forth below:

1.  Audit Committee 

The Audit Committee is responsible for:

• monitoring the company's systems and procedures for financial reporting, risk management and internal controls;
• reviewing all public disclosure documents and monitoring the performance of the company's external and internal auditors;
• reviewing the company's quarterly and annual financial statements and management's financial analysis and review of operations prior to approval by the full board of directors and release to the public;
• recommending to board the firm of chartered accountants to be nominated for appointment as the company's external auditor; and
• approving the assignment of any permitted non-audit work to be performed by the external auditor.

2.  Management Resources and Compensation Committee

The Management Resources and Compensation Committee is responsible for:

• reviewing and reporting to the board on management resource planning, including succession planning and proposed senior management appointments; the job descriptions and annual objectives of its senior executives; the form of executive compensation in general;
• reviewing the performance of senior management against written objectives; and
• reviewing the levels of compensation of the Chief Executive Officer and other senior executives.

3. Governance and Nominating Committee

The Governance and Nominating Committee is responsible for, in consultation with the Chairman and Lead Director:

• annually assessing the size and composition of the board and its committees;
• reviewing the effectiveness of the board's operations and its relations with management;
• assessing the performance of the board, board committees and individual directors;
• reviewing the company's Statement of Corporate Governance Practices;
• reviewing and recommending directors' compensation;
• reviewing the credentials of potential candidates for election or appointment to the board;
• recommending nominees for board membership to the shareholders for election at the company's annual meeting of shareholders; and
• reviewing and approving the disclosure on director nominees for inclusion in the company's Management Information Circular.