CORPORATE INFORMATION
Bridgemarq Real Estate Services is a leading provider of services to real estate brokers and their agents across Canada. Bridgemarq generates cash flow primarily from fixed and variable franchise fees earned from a national network of more than 18,000 REALTORS®* operating under the Royal LePage brand name across Canada, under the Via Capitale Real Estate Network brand in Quebec and under the Johnston & Daniel banner in upscale neighborhoods in Ontario.
Approximately 73 per cent of Bridgemarq’s franchise fees are fixed in nature, providing revenue stability and helping insulate cash flows from market fluctuations. This recurring, fixed revenue structure combined with strong brands and a successful growth strategy position Bridgemarq to continue generating stable, long-term cash flows and paying growing dividends to shareholders.
Franchise fee revenues are protected through long-term franchising agreements, with royalties predominantly driven by fixed fees based on the number of agents in the network, mitigating the impact of market downturns.
Growth is produced both organically and through acquisition. Company offices are diversified geographically across Canada, and within a trading area, across culturally distinct markets.
The Company is listed on the TSX and trades under the symbol BRE. To learn more about the Company and its operations, please browse through this website.
* REALTORS® is a trademark identifying real estate licensees in Canada who are members of the Canadian Real Estate Association.
MANAGEMENT TEAM
Glen joined Bridgemarq Real Estate Services from our parent company, Brookfield Asset Management, where he was a Senior Vice President. He has worked in executive Finance roles for over 20 years, including Chief Financial Officer for Fraser Papers Inc., and as Vice President Finance and Secretary for Noranda Forest Inc. Glen brings an extensive knowledge of the diverse Brookfield group of companies, and has in-depth experience working within Brookfield’s Private Equity group where he has focused on building a strong portfolio of alternate businesses across a multitude of industry sectors. Glen is a Chartered Accountant and graduated with a Bachelor of Commerce from the University of Ottawa.
Philip Soper was named President of Royal LePage in October 2002 and Chief Executive in January 2004. In August 2003, he directed the restructuring of Royal LePage into a public company traded on the Toronto Stock Exchange, with the successful launch of what is now named Bridgemarq Real Estate Services (TSX: BRE). Prior to joining Royal LePage in 2000 as General Manager, Corporate Relocation Services, Phil Soper was General Manager of IBM Canada’s Information Technology consulting and services business. Phil graduated from the University of Alberta with a Bachelor of Commerce and from the University of Western Ontario’s Ivey Executive Program.
BOARD OF DIRECTORS
Bridgemarq is governed by a board of directors with five members, four of whom are independent of the Company or its Manager, Bridgemarq Real Estate Services Manager Limited. The names and biographies of each of the directors are listed below.
The Board oversees Bridgmarq’s business affairs. The independent Directors also monitor the Manager’s performance on behalf of Bridgmarq to ensure it’s in compliance with the terms of the Management Services Agreement.
While the Board has not developed written position descriptions for each position, the Board delineates the roles and responsibilities for each such position through ongoing communications among Board members that occur with respect to such roles. In addition, the Board has developed written charters for the Board and each of its Committees. These charters are updated periodically and govern responsibilities of the Board and the Committee Chairs.
Lorraine Bell CPA, CA
Director and Chair of the Audit Committee 1,2
Ms. Bell is a Corporate Director and a Chartered Professional Accountant with many years of experience both as a Director and working in the financial sector. Ms. Bell is a Director of IBI Group Inc., a services and software company, where she sits on the Governance Committee and Chairs the Audit Committee. She recently completed twelve years of service as a Director of the Ontario Financing Authority’s Board of Directors. She is a member of the Board of Directors of the University of Toronto Associates in New York and the Hot Docs Foundation (USA) Board of Directors as well as being a Trustee of the New York Genealogical and Biographical Society and a Director of the New York Caledonian Club. Ms. Bell has been a Director since 2003.
Simon Dean
Director 1,2
Mr. Dean is a Corporate Director and self-employed consultant. Mr. Dean sits on the Board of the Royal LePage Shelter Foundation, a charitable organization. Prior to becoming a Corporate Director, Mr. Dean had significant senior leadership experience in the Retail, Real Estate and Communications industries. Mr. Dean has been a Director since 2003.
Gail Kilgour, ICD.D
Director and Chair of the Governance Committee 1,2
Ms. Kilgour, is a Corporate Director with over 25 years of experience in the financial services industry. She is a past Vice-Chair of the Board of Directors for the Ontario Realty Corporation, a Crown Corporation, and Chair of its Governance Committee, a past Director of Ontario Infrastructure and Lands Corporation, a Crown Corporation. She is a past Trustee of the University of Guelph, where she chaired its Audit Committee and a past Chair of the Board of St. George’s Golf and Country Club. Ms. Kilgour has been a Director since 2003.
Hon. J. Trevor Eyton, O.C., Q.C.2
Director
Mr. Eyton is a retired lawyer, a Corporate Director and a respected businessman. Prior to becoming a full time Corporate Director, Mr. Eyton was a Senator in the Canadian Senate and has been appointed an Officer of the Order of Canada and Queen’s Counsel for Ontario. Mr. Eyton has served as a director on numerous boards including most recently Altus Group Limited, a consultancy firm, LeadFX, a resource company Magna International Inc., an auto manufacturing company, Silver Bear Resources Inc., a resource company, and is past- Chairman of Cancana Resources Corp., a resource company. Senator Eyton has been a Director since 2014.
Spencer Enright, CPA, CA
Director and Chairman of the Board of Directors
Mr. Enright is a Chartered Professional Accountant and has been Chief Executive Officer of Bridgemarq Real Estate Services Manager Limited (the “Manager”) since December 2012. Mr. Enright acted as a Senior Vice-President and Chief Operating Officer of an affiliate of the Manager from 2010-2012. Mr. Enright sits on the Board of the Bridgemarq Real Estate Services Charitable Foundation, a charitable organization. Prior to joining Bridgemarq Real Estate Services, he worked as Senior Vice President and General Manager for The Minute Maid Company Canada Inc. and Chief Financial Officer for Coca-Cola Ltd., a food manufacturing company. Mr. Enright has been a Director since 2014.
1 Member of the Audit Committee
2 Member of the Governance Committee
BOARD OF DIRECTORS
Bridgemarq is governed by a board of directors with five members, three of whom are independent of the Company or its Manager, Bridgemarq Real Estate Services Manager Limited. The names and biographies of each of the Directors are listed below.
The Board oversees Bridgemarq’s business affairs. The independent Directors also monitor the Manager’s performance on behalf of Bridgemarq to ensure it’s in compliance with the terms of the Management Services Agreement.
While the Board has not developed written position descriptions for each position, the Board delineates the roles and responsibilities for each such position through ongoing communications among Board members that occur with respect to such roles. In addition, the Board has developed written charters for the Board and each of its Committees. These charters are updated periodically and govern responsibilities of the Board and the Committee Chairs.
Colum Bastable FCA (lrl), LL.D
Independent Director
Mr. Bastable is a Corporate Director and a Fellow of the Institute of Chartered Accountants (Ireland). He recently held the position as Chairman of Cushman & Wakefield Canada Ltd, a real estate services company. Mr. Bastable has served as a senior executive in the real estate services industry for over 40 years including as President of Cushman & Wakefield Canada Ltd., Managing Partner of Commercial Real Estate Services at Brascan Corporation, and CEO of Royal LePage Limited. Mr. Bastable is on the Board of Trustees of Slate Retail REIT, an investment trust, where he chairs the Audit Committee and sits on the Governance and Nominating Committee. Mr. Bastable was elected to the Board of Directors in 2019.
Lorraine Bell CPA, CA
Independent Director and Chair of the Audit Committee 1,2
Ms. Bell is a Corporate Director and a Chartered Professional Accountant with many years of experience both as a Director and working in the financial sector. Ms. Bell is a Director of IBI Group Inc., a services and software company, where she sits on the Governance Committee and Chairs the Audit Committee. She recently completed twelve years of service as a Director of the Ontario Financing Authority’s Board of Directors. She is a member of the Board of Directors of the University of Toronto Associates in New York and the Hot Docs Foundation (USA) Board of Directors as well as being a Trustee of the New York Genealogical and Biographical Society and a Director of the New York Caledonian Club. Ms. Bell has been a Director since 2003.
Gail Kilgour, ICD.D
Independent Director and Chair of the Governance Committee 1,2
Ms. Kilgour, is a Corporate Director with over 25 years of experience in the financial services industry. She is a past Vice-Chair of the Board of Directors for the Ontario Realty Corporation, a Crown Corporation, and Chair of its Governance Committee, a past Director of Ontario Infrastructure and Lands Corporation, a Crown Corporation. She is a past Trustee of the University of Guelph, where she chaired its Audit Committee and a past Chair of the Board of St. George’s Golf and Country Club. Ms. Kilgour has been a Director since 2003.
Joe Freedman, J.D., MBA
Director
Joe Freedman is a Senior Vice Chair in Brookfield’s Private Equity Group, responsible for strategic initiatives and planning for the private equity group. Since joining Brookfield, Mr. Freedman has held a number of positions, including General Counsel and the Partner responsible for M&A transaction execution, fund formation and fund operations. Prior to joining Brookfield, he was a lawyer in the corporate finance group at a Toronto law firm, specializing in private equity transactions and public company mergers and acquisitions. Mr. Freedman holds a joint MBA\LL.B from the Schulich School of Business at York University and Osgoode Hall Law School in Toronto.
Spencer Enright, CPA, CA
Director and Chairman of the Board of Directors
Mr. Enright is a Chartered Professional Accountant and has been Chief Executive Officer of Bridgemarq Real Estate Services Manager Limited (the “Manager”) since December 2012. Mr. Enright acted as a Senior Vice-President and Chief Operating Officer of an affiliate of the Manager from 2010-2012. Mr. Enright sits on the Board of the Bridgemarq Real Estate Services Charitable Foundation. Prior to joining Bridgemarq Real Estate Services, he worked as Senior Vice President and General Manager for The Minute Maid Company Canada Inc. and Chief Financial Officer for Coca-Cola Ltd., a food manufacturing company. Mr. Enright has been a Director since 2014.
1 Member of the Audit Committee
2 Member of the Governance Committee
CORPORATE GOVERNANCE
Bridgemarq continually strives to ensure that sound corporate governance practices are in place to maintain investor confidence in the way Bridgemarq conducts its business.
Corporate governance relates to the activities of Bridgemarq's Board of Directors who are elected by and are accountable to the shareholders, and takes into account the role of management who are employed by Bridgemarq Real Estate Services Manager Limited (the “Manager”) and charged with the ongoing management of Bridgemarq.
Bridgemarq’s Board of Directors encourages sound corporate governance practices that are designed to promote the well-being and ongoing development of Bridgemarq, while having Bridgemarq’s best interests as its number one objective.
The Board is of the view that Bridgemarq's corporate governance practices are comprehensive and consistent with the guidelines for improved corporate governance in Canada as adopted by Canadian Securities Administrators. Bridgemarq continues to assess its governance practices and disclosure in relation to evolving Canadian and U.S. guidelines.
Bridgemarq’s governance practices include charters for the Board and for its Standing Committees, the Audit and Governance Committees. The Board believes that Board Committees assist the effective functioning of Bridgemarq’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.
The Audit Committee’s primary responsibility is to ensure the integrity of Bridgemarq’s financial reporting, risk management and internal controls. The Audit Committee has unrestricted access to the Manager’s employees and Bridgemarq’s records. In addition, the Audit Committee has direct communication with Bridgemarq’s internal and external auditors in order to discuss audit-related matters.
The Governance Committee’s primary responsibility is to review the Manager’s performance, develop Bridgemarq’s approach to governance issues, recommend potential Director candidates for nomination to the Board and to review the composition and effectiveness of the Board and the contribution of its Directors periodically. The Governance Committee considers many factors before recommending potential Director candidates for nomination to the Board, such as required skill sets that will ensure the Board runs effectively, the size of the Board and the diversity of the Board members.
Bridgemarq does not have a written policy or stated target regarding the identification and nomination of female Directors. Bridgemarq does recognize the importance of gender diversity on the Board as evidenced by the significant representation of female Board members. Specifically, 40 per cent of all Directors, 67 per cent of Independent Directors, 67 per cent of members of the Governance Committee and 67 per cent of the members of the Audit Committee are women.
To ensure Bridgemarq communicates its practices and commitment to strong corporate governance, Bridgemarq is pleased to provide you with the following charters and policy:
MANAGEMENT SERVICES AGREEMENT
Bridgemarq (the “Company”) is party to a Management Services Agreement (“MSA”) with Bridgemarq Real Estate Services Manager Limited (the “Manager”). Under the terms of the MSA, the Manager provides all management services and operation activities necessary for Bridgemarq to conduct its business.
On November 7, 2018, the Company entered into an amended Management Services Agreement (the “Amended MSA”) with the Manager. The Amended MSA serves to diversify the Company’s revenues and simplify the relationship between the Manager and the Company. The Amended MSA became effective on November 7, 2018, except for the changes to the compensation of the Manager which are effective January 1, 2019. The Amended MSA is for an initial 10-year term expiring on December 31, 2028, with provisions for automatic ten-year renewals thereafter.
The Amended MSA includes the following changes:
-
The Company (through its operating subsidiaries) directly enters into new franchise agreements with franchisees. This eliminates the need to purchase franchise agreements from the Manager and allows the Company to earn revenue from these agreements from their inception.
-
On January 3, 2019, the Manager assigned to the Company at no cost, all existing franchise agreements not previously purchased by the Company. These contracts would otherwise have been eligible for purchase on January 1, 2019 under the previous MSA.
-
The Manager also assigned to the Company at no cost, contracts associated with revenue streams that it has developed outside of the franchise agreements owned by the Company. These ancillary revenues include, mortgage referral fee revenues, the sale of leads to agents and and brokers and franchise fees earned from providing products and services to commercial real estate agents. These new revenue sources will result in an immediate increase in revenues for the Company and provide revenue diversification beyond royalty fees paid by residential real estate agents.
-
The obligation of the Company to acquire franchise agreements from the Manager is discontinued under the Amended MSA. In lieu of the Company acquiring franchise agreements annually, the Company will pay the Manager a fixed management fee of $840,000 per month.
-
The variable management fee paid to the Manager will increase to 23.5% of CFFO before management fees from the current 20%. After five years, the variable fee will increase to 25% of CFFO before management fees. The Manager will have the opportunity to earn a higher management fee if the Company’s market capitalization reaches certain thresholds. This strengthens the alignment of interests between the Company and the Manager.
-
The Amended MSA results in the elimination of historically large, unpredictable capital expenditure requirements from franchise agreement purchases, thus reducing the volatility of cash requirements of the Company.
The senior management team of the Manager is responsible for managing the Royal LePage and Johnston and Daniel network of REALTORS®* and oversees the management of the Via Capitale network of REALTORS®.
*REALTORS® is a trademark identifying real estate licensees in Canada who are members of the Canadian Real Estate Association.