Toronto Parking Authority Governance - Executive Committee Item EX1.2

the right for Directors to dissent; d. the protection of the right for Directors to report to an Accountability Officer, provided they do so in good faith and for a valid reason; e. the Directors' roles; f. the process for Directors to seek and receive information from Management sufficient to properly fulfill their duties as Directors; g. the procedure for the approval of material transactions in a manner that is consistent with the Board's duties; h. the requirement for reporting the closings of all material transactions to the Board; and i. the required period by which all Board briefing materials must be provided to Directors in advance of a meeting and the provision for exceptional circumstances in which late materials are permitted.