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 21,000 REALTORS® operating under the Royal LePage® brand name across Canada, under the Via Capitale® Real Estate Network and Proprio Direct® brands in Quebec, and under the Johnston & Daniel® banner in upscale neighborhoods in Ontario.
Approximately 82% 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.
MANAGEMENT TEAM
Spencer Enright was appointed as CEO of the Company in April, 2024. Prior to the internalization of the management team, he was Chief Executive Officer of the external management company since December 2012, overseeing the growth in both Bridgemarq’s legacy franchising business as well as the recently-acquired brokerage businesses operating under the Royal LePage, Via Capitale and Proprio Direct brands. Spencer, who is also a director of the Company, sits on the Board of the Bridgemarq Real Estate Services Charitable Foundation, a charitable organization. Prior to joining Bridgemarq, he was General Manager for The Minute Maid Company Canada Inc. and Chief Financial Officer for Coca-Cola Ltd. Spencer is a Chartered Professional Accountant and is a graduate of the University of Toronto with a Bachelor of Commerce, specializing in Economics.
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 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.
Glen McMillan joined Bridgemarq Real Estate Services from Brookfield Asset Management, where he was a Senior Vice President. He has worked in executive finance roles for over 25 years, including Chief Financial Officer for Fraser Papers Inc., and as Vice President of Finance, Controller and Corporate Secretary for Nexfor Inc. Glen's diverse background includes overall business management and governance as a member of Brookfield’s private equity team, as well as broad financial management responsible for finance, treasury, business development and investor relations at a number of public companies. Glen is a Chartered Professional Accountant and graduated with a Bachelor of Commerce from the University of Ottawa.
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.
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 six members, four of whom are independent of the Company. The names and biographies of each of the Directors are listed below. The Board oversees Bridgemarq’s business affairs.
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
Independent Director
Chair of the Board and Chair of the Audit Committee
Ms. Bell is a Corporate Director and a Chartered Professional Accountant with many years of experience as a Director in the financial sector as a derivatives and risk management expert. Ms. Bell is a former Director of IBI Group Inc. (taken private by Arcadis), a services and software company, where she was the Chair of the Audit Committee and a member of the Governance and Human Resources Committee. She also served twelve years as a Director of the Ontario Financing Authority, a government agency. She is a Director of the University of Toronto Associates in New York, Hot Docs
Foundation (USA), a Trustee of the New York Genealogical and Biographical Society, a Director of the New York Caledonian Club and was appointed a Global Scot by the Scottish Government in 2023.
Colum Bastable FCA (lrl), LL.D
Independent Director 1,2
Mr. Bastable is a Corporate Director and a Fellow of the Institute of Chartered Accountants (Ireland). Mr. Bastable has served as a senior executive in the real estate services industry for over 40 years including as Chairman, President and CEO 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 Grocery REIT, an investment trust, where he chairs the Audit Committee and sits on the Governance and Nominating Committee. He is also a member of the Independent Review Committee of Bridgehouse Asset Managers, an asset management company. Mr. Bastable has served as a member of the Board of Trustees of Brookfield Canada Office Properties REIT, an investment trust, and as a Director of Toronto Hydro Corporation, an electric utility. Mr. Bastable has served on the Board of Governors of McMaster University, a university, as Director of the YMCA, a not-for-profit organization, and on the Campaign Cabinet for the United Way in Toronto, a not-for-profit organization.
Jitanjli Datt, ICD.D
Independent Director 1,2
Ms. Datt is a strategic advisor at Forum Equity Partners, an investment management company. Prior to that, she worked in the investor relations department at Royal Bank of Canada and in equity research at the Canadian Imperial Bank of Commerce. Ms. Datt has studied at a number of progressive educational institutions including the Harvard Business School and the Rotman Initiative for Women in Business.
Spencer Enright, CPA, CA
Director and CEO of the Company
Mr. Enright is a Chartered Professional Accountant and has been Chief Executive Officer of the Company since April, 2024. Prior to the internalization of the management team, he was Chief Executive Officer of the external management company since December 2012, overseeing the growth in both Bridgemarq’s legacy franchising business as well as the recently-acquired brokerage businesses operating under the Royal LePage, Via Capitale and Proprio Direct brands. 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 was General Manager for The Minute Maid Company Canada Inc. and Chief Financial Officer for Coca-Cola Ltd. Spencer is a Chartered Professional Accountant and is a graduate of the University of Toronto with a Bachelor of Commerce, specializing in Economics.
Joe Freedman, J.D., MBA
Director
Mr. Freedman retired as Senior Vice Chairman, Private Equity at Brookfield Asset Management in 2020. While at Brookfield, Mr. Freedman held a number of positions including General Counsel and head of mergers and acquisition transaction execution, fund formation and fund operations. Mr. Freedman is a director of the Canadian Civil Liberties Association, a not-for-profit organization, The Centre for Aging and Brain Health Innovation, a not-for-profit organization, RAD Technologies Inc., a technology company and Contact Free LLC, a technology company.
Gail Kilgour, ICD.D, MBA
Independent Director and Chair of the Governance Committee 1
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.
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, 50 per cent of all Directors, 75 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: