2020 Management Information Circular
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Brookfield Asset Management Inc. 2020 MANAGEMENT INFORMATION CIRCULAR ANNUAL MEETING | JUNE 12, 2020 | TORONTO, CANADA Notice of Annual Meeting of Shareholders and Availability of Investor Materials An Annual Meeting of Shareholders of Brookfield Asset Management Inc. (the “Corporation” or “Brookfield”) will be held on Friday, June 12, 2020 at 10:30 a.m. Eastern Daylight Time (EDT) in a virtual meeting format via live audio webcast at: https://web.lumiagm.com/194315325, to: 1. receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2019, including the external auditor’s report thereon; 2. elect directors who will serve until the next annual meeting of shareholders; 3. appoint the external auditor who will serve until the next annual meeting of shareholders and authorize the directors to set its remuneration; 4. consider and, if thought advisable, pass an advisory resolution on the Corporation’s approach to executive compensation; and 5. consider two shareholder proposals described in our management information circular to be dated April 27, 2020 (the “Circular”). We will consider any other business that may properly come before the meeting. In light of the unprecedented health impact of COVID-19 and consistent with the latest guidance from public health and government authorities, this year’s meeting will be held in a virtual meeting format only. Shareholders will be able to listen to, participate in and vote at the meeting in real time through a web-based platform instead of attending the meeting in person. You can attend and vote at the virtual meeting by joining the live audio webcast at: https://web.lumiagm.com/194315325, entering your control number and password “bam2020” (case sensitive). See “Q&A on Voting” in the Circular for more information on how to listen, register for and vote at the meeting. You have the right to vote at the meeting by online ballot through the live audio webcast platform if you were a Brookfield shareholder at the close of business on April 29, 2020. Before casting your vote, we encourage you to review the meeting’s business in the section “Business of the Meeting” of the Circular. The Circular will be made publicly available on May 13, 2020. This year we are again posting electronic versions of the Circular and our 2019 Annual Report (collectively, the “investor materials”) on our website for shareholder review – a process known as “Notice and Access.” Electronic copies of the investor materials may be accessed at https://bam.brookfield.com under “Notice and Access 2020” and at www.sedar.com and www.sec.gov/edgar. Under Notice and Access, if you would like paper copies of any investor materials please contact us at 1-866-989-0311 or [email protected] and we will mail materials free of charge within three business days of your request, provided the request is made before the date of the meeting or any adjournment thereof. In order to receive investor materials in advance of the deadline to submit your vote, we recommend that you contact us before 5:00 p.m. EDT on May 28, 2020. All shareholders who have signed up for electronic delivery of the investor materials will continue to receive them by email. Instructions on Voting at the Virtual Meeting Registered shareholders and duly appointed proxyholders will be able to attend the virtual meeting and vote in real time, provided they are connected to the internet and follow the instructions in the Circular. See “Q&A on Voting” in the Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the virtual meeting as guests but will not be able to ask questions or vote at the meeting. If you wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including if you are a non-registered shareholder who wishes to appoint themselves to attend the virtual meeting) you must carefully follow the instructions in the Circular and on the form of proxy or voting instruction form. See “Q&A on Voting” in the Circular. These instructions include the additional step of registering your proxyholder with our transfer agent, AST Trust Company (Canada), after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to participate in the virtual meeting and only being able to attend as a guest. Guests will be able to listen to the virtual meeting but will not be able to ask questions or vote. Information for Registered Holders Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) that attend the meeting online will be able to vote by completing a ballot online during the meeting through the live webcast platform. If you are not attending the virtual meeting and wish to vote by proxy, we must receive your vote by 5:00 p.m. EDT on Wednesday, June 10, 2020. You can cast your proxy vote in the following ways: • On the Internet at www.astvotemyproxy.com; • Fax your signed proxy to (416) 368-2502 or 1-866-781-3111; • Mail your signed proxy using the business reply envelope accompanying your proxy; • Scan and send your signed proxy to [email protected]; or • Call by telephone at 1-888-489-5760. Information for Non-Registered Holders Non-registered shareholders will receive a voting instruction form with their physical copy of this notice. If you wish to vote, but not attend the meeting, the voting instruction form must be completed, signed and returned in accordance with the directions on the form. If you wish to appoint a proxyholder, you must complete the additional step of registering the proxyholder by calling our transfer agent, AST Trust Company (Canada) at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) by no later than 5:00 p.m. EDT on Tuesday, June 9, 2020. By Order of the Board Justin B. Beber Managing Partner, Toronto, Canada Head of Corporate Strategy April 27, 2020 & Chief Legal Officer Letter to Shareholders To our shareholders, On behalf of your Board of Directors, we are pleased to invite you to attend the 2020 annual meeting of Brookfield Asset Management. For the first time, the annual meeting will occur by video webcast at 10:30 a.m. on Friday, June 12, 2020. You can read about the business of the meeting beginning on page seven of the accompanying Management Information Circular. This Circular also provides important information on voting your shares at the meeting, our 16 director nominees, our corporate governance practices, and director and executive compensation. Additional details on how to access our live audio and participate in our annual meeting can be found in the “Q&A on Voting” section of the Circular. 2019 Highlights We are pleased to report that over the course of 2019, Brookfield continued to expand its asset management activities and increased total assets under management to over $540 billion and fee bearing capital to $290 billion—a more than 110% increase in fee bearing capital year-over-year. These inflows were achieved by, among other things, fundraising efforts, including the final close of its largest flagship infrastructure fund at $20 billion and private equity fund at $9 billion, as well as its acquisition of a 61% interest in Oaktree. During the year, Brookfield deployed approximately $30 billion of capital across its operations. In addition to the acquisition of Oaktree, some of the more notable transactions included: (i) the acquisition of Healthscope, the second largest hospital group in Australia; (ii) the privatization of Genesee & Wyoming, a strategic rail business with a portfolio of 120 short line railroads; and (iii) the acquisition of a majority interest in Genworth MI Canada Inc., the largest private sector residential mortgage insurer in Canada. In the first quarter of 2020, Brookfield’s renewable business committed to acquire all of the outstanding shares of Class A common stock of TerraForm Power, Inc., a transaction that will strengthen Brookfield’s renewable business as one of the largest publicly traded, globally diversified, multi-technology, pure-play renewable power platforms. In December 2019, the Board travelled to Abu Dhabi, Dubai, and Mumbai to visit Brookfield’s business operations in the region. Brookfield has more than $13 billion in assets under management in these regions which includes the longest and only east-west gas pipeline in India, over 3,000 luxury hotel rooms, major office and retail complexes, and over 500 megawatts of solar and wind capacity. In the decade or so that Brookfield has been in these regions, Brookfield has not only created significant value for investors but also enhanced the surrounding communities. The trip provided the Board with an opportunity to meet with local management teams and community and business leaders, and deepened our understanding of Corporation’s operations in the Middle East and India. Board Developments The Board continues to be focused on Brookfield’s environmental, social and governance (“ESG”) management, having formally embedded ESG management into its mandate, as well as the mandate of the Governance & Nominating Committee, in 2019. Over the course of 2019, Brookfield continued to work towards aligning with the Task Force on Climate-related Financial Disclosures, the preeminent framework for assessing climate change risk and opportunities, and in early 2020, Brookfield became a signatory to the Principles of Responsible Investment. We continue to focus on ensuring that we have diversity of skills and experience among our directors that aligns with the Corporation’s strategic priorities across different markets.